Current Report Filing (8-k)
24 February 2023 - 8:05AM
Edgar (US Regulatory)
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0001557746
2023-02-23
2023-02-23
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 23, 2023
Aclaris Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-37581 |
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46-0571712 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
640 Lee Road, Suite 200
Wayne, PA 19087
(Address of principal executive offices,
including zip code)
(484) 324-7933
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class: |
|
Trading
Symbol(s) |
|
Name of Each Exchange on which Registered |
Common Stock, $0.00001 par value |
|
ACRS |
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The Nasdaq Stock Market, LLC |
Indicate by check mark whether the registrant is an emerging growth
Company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
On February 23, 2023,
Aclaris Therapeutics, Inc. (the “Company”) entered into a Sales Agreement (the
“Agreement”) with SVB Securities LLC (“SVB Securities”) and Cantor Fitzgerald
& Co. (“Cantor”) under which the Company may offer and sell, from time to time at its sole discretion,
shares of its common stock, par value $0.00001 per share (the “Common Stock”), having an aggregate
offering price of up to $200,000,000 through SVB Securities and Cantor as its sales agents. The issuance and sale, if any, of Common
Stock by the Company under the Agreement will be made pursuant to a registration statement on Form S-3.
SVB Securities and
Cantor may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in
Rule 415 of the Securities Act of 1933, as amended. SVB Securities and Cantor will use commercially reasonable efforts to sell
the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or other
customary parameters or conditions the Company may impose). The Company will pay SVB Securities and Cantor a commission equal to
three percent (3.0%) of the gross sales proceeds of any Common Stock sold through SVB Securities and Cantor under the Agreement. The
Company has provided customary representations, warranties and covenants and the parties have agreed to customary indemnification
rights.
The Company is not obligated to make any sales
of Common Stock under the Agreement. The offering of shares of Common Stock pursuant to the Agreement will terminate upon the earlier
of (i) the sale of all Common Stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms.
The foregoing description of the Agreement is not
complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation,
or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item 1.02 Termination of a Material Definitive Agreement
On February 23, 2023,
the Company notified SVB Securities and Cantor of its decision to terminate the Sales Agreement, dated as of May 20, 2021, (the
“Prior Sales Agreement”) between the Company and SVB Securities and Cantor, effective as of February 23,
2023 (the “Termination Date”). The Prior Sales Agreement provided for the offer and sale of up to $150.0
million of Common Stock, from time to time through SVB Securities and Cantor as its sales agents. Through the Termination Date, the
Company sold an aggregate of 4,838,709 shares of Common Stock under the Prior Sales Agreement for net proceeds of $72.7 million.
The foregoing description of the Prior Sales Agreement
is not complete and is qualified in its entirety by reference to the full text of the Prior Sales Agreement, a copy of which was filed
as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 20, 2021.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ACLARIS THERAPEUTICS, INC. |
|
|
|
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By: |
/s/ Douglas Manion |
Date: February 23, 2023 |
|
Douglas Manion
President and Chief Executive Officer |
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