Aclaris Therapeutics (NASDAQ: ACRS) revises at-the-market stock sales pact

Q: What agreement did Aclaris Therapeutics (ACRS) enter into on August 6, 2026?

Aclaris Therapeutics entered a Second Amended and Restated Sales Agreement with Leerink Partners and Cantor Fitzgerald, permitting sales of its common stock from time to time through them as sales agents under a Form S-3 shelf registration.

Q: What fees will Aclaris Therapeutics (ACRS) pay under the amended ATM agreement?

Aclaris will pay Leerink and Cantor a 3.0% commission on the gross sales proceeds of any common stock sold under the agreement. This percentage applies only to shares actually sold through the program and is in addition to customary representations, covenants, and indemnification arrangements.

Q: Is Aclaris Therapeutics (ACRS) required to sell shares under the new sales agreement?

No. Aclaris is not obligated to sell any common stock under the Second Amended and Restated Sales Agreement. The company may choose, at its sole discretion, whether and when to instruct Leerink and Cantor to execute at-the-market sales, and the agreement can terminate under its own terms.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Aclaris Therapeutics, Inc. entered into a Second Amended and Restated Sales Agreement on August 6, 2026 with Leerink Partners LLC and Cantor Fitzgerald & Co., allowing it to offer and sell shares of common stock from time to time through these firms as sales agents under a Form S-3 shelf.

Sales may be conducted as an “at the market offering” under Rule 415, with Leerink and Cantor using commercially reasonable efforts subject to Aclaris’ instructions. Aclaris will pay a 3.0% commission on gross proceeds, is not obligated to sell any shares, and the prior 2025 agreement allowed sales of up to $100.0 million of common stock.

Filing Explained

As of August 6, 2026, the new shelf supports up to $150 million of potential stock sales; no program usage is recorded.

On August 6, 2026, Aclaris Therapeutics disclosed an amended ATM arrangement with capacity of up to $150,000,000 under its active Form S-3 shelf; that capacity is available for future sales, not evidence that shares have been issued.

If Aclaris sells shares under the program, the total share count would rise and an existing holder’s percentage ownership would fall, absent offsetting changes.

The supplied shelf record shows zero usage as of August 6, 2026, so the evidence establishes capacity but no reported program use to date. The active shelf is recorded to expire on August 6, 2029.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Sales commission: 3.0% of gross sales proceeds Prior ATM program size: $100.0 million of common stock Agreement date: August 6, 2026 +1 more

4 metrics

Sales commission 3.0% of gross sales proceeds Commission payable to Leerink and Cantor on common stock sold under the Amended ATM Agreement

Prior ATM program size $100.0 million of common stock Maximum common stock that could be sold under the February 27, 2025 sales agreement

Agreement date August 6, 2026 Date of the Second Amended and Restated Sales Agreement among Aclaris, Leerink and Cantor

Earlier agreement date February 27, 2025 Date of the prior amended and restated sales agreement that is being amended and restated again

Key Terms

Second Amended and Restated Sales Agreement, registration statement on Form S-3, at the market offering, commercially reasonable efforts, +1 more

5 terms

Second Amended and Restated Sales Agreement financial

"entered into a Second Amended and Restated Sales Agreement (the “Amended ATM Agreement”)"

registration statement on Form S-3 regulatory

"issuance and sale, if any, of common stock under the Amended ATM Agreement will be made pursuant to a registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

at the market offering regulatory

"deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

commercially reasonable efforts financial

"Leerink and Cantor have agreed to use commercially reasonable efforts to sell the Company’s common stock"

indemnification rights regulatory

"The Company provided customary representations, warranties and covenants, and the parties agreed to customary indemnification rights"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/06/2026 - 05:15 PM Accepted by SEC EDGAR 08/06/2026 - 05:15 PM

FAQ

What agreement did Aclaris Therapeutics (ACRS) enter into on August 6, 2026?

Aclaris Therapeutics entered a Second Amended and Restated Sales Agreement with Leerink Partners and Cantor Fitzgerald, permitting sales of its common stock from time to time through them as sales agents under a Form S-3 shelf registration.

How does the at-the-market program for Aclaris Therapeutics (ACRS) operate under this agreement?

Leerink and Cantor may sell Aclaris’ common stock in transactions deemed an “at the market offering” under Rule 415. They use commercially reasonable efforts, following Aclaris’ instructions on price, timing, size, and other parameters, while Aclaris retains discretion over whether to initiate sales.

What fees will Aclaris Therapeutics (ACRS) pay under the amended ATM agreement?

Aclaris will pay Leerink and Cantor a 3.0% commission on the gross sales proceeds of any common stock sold under the agreement. This percentage applies only to shares actually sold through the program and is in addition to customary representations, covenants, and indemnification arrangements.

Is Aclaris Therapeutics (ACRS) required to sell shares under the new sales agreement?

No. Aclaris is not obligated to sell any common stock under the Second Amended and Restated Sales Agreement. The company may choose, at its sole discretion, whether and when to instruct Leerink and Cantor to execute at-the-market sales, and the agreement can terminate under its own terms.

What was the size of the prior Aclaris Therapeutics (ACRS) at-the-market program?

The earlier amended and restated sales agreement dated February 27, 2025 provided for the offer and sale of up to $100.0 million of Aclaris common stock from time to time through Leerink and Cantor as sales agents. The new agreement amends and restates that earlier arrangement.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 6, 2026

Aclaris Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37581	46-0571712
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

701 Lee Road, Suite 103

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	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 August 6, 2026, Aclaris Therapeutics, Inc. (the “Company”) entered into a Second Amended and Restated Sales Agreement (the “Amended ATM Agreement”) with Leerink Partners LLC (“Leerink”) and Cantor Fitzgerald & Co. (“Cantor”) under which the Company may offer and sell, from time to time at the Company’s sole discretion, shares of common stock through Leerink and Cantor as sales agents. The issuance and sale, if any, of common stock under the Amended ATM Agreement will be made pursuant to a registration statement on Form S-3. The Amended ATM Agreement amends and restates the amended and restated sales agreement with Leerink and Cantor, dated February 27, 2025, which provided for the offer and sale of up to $100.0 million of common stock from time to time through Leerink and Cantor as sales agents.

Leerink and Cantor may sell shares of the Company’s 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. Leerink and Cantor have agreed to use commercially reasonable efforts to sell the Company’s common stock from time to time, based on the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay Leerink and Cantor a commission equal to 3.0% of the gross sales proceeds of any common stock sold through Leerink and Cantor under the Amended ATM Agreement. The Company provided customary representations, warranties and covenants, and the parties agreed to customary indemnification rights.

The Company is not obligated to make any sales of common stock under the Amended ATM Agreement. The offering of shares of common stock pursuant to the Amended ATM Agreement will terminate upon the termination of the Amended ATM Agreement in accordance with its terms.

The foregoing description of the Amended ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended ATM 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 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number		Exhibit Description
10.1		Second Amended and Restated Sales Agreement, dated August 6, 2026, by and among the Company, Leerink Partners LLC and Cantor Fitzgerald & Co.
104		The cover page from Aclaris Therapeutics, Inc.’s Form 8-K filed on August 6, 2026, formatted in Inline XBRL.

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.

		ACLARIS THERAPEUTICS, INC.

	By:	/s/ Kevin Balthaser
Date: August 6, 2026		Kevin Balthaser
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 258.4 KB