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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): October 27, 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 October 27, 2026, Aclaris
Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with
Leerink Partners LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co., as representatives of the underwriters (the “Underwriters”)
listed therein, to issue and sell 7,785,714 shares of common stock of the Company, par value $0.00001 per share (“Common Stock”)
and pre-funded warrants to purchase 6,500,000 shares of Common Stock (the “Pre-Funded Warrants”), in an underwritten offering
pursuant to an effective registration statement on Form S-3 (File No. 333-298084) and a related prospectus and prospectus supplement,
in each case filed with the Securities and Exchange Commission (the “Offering”). The offering price is $3.50 per share of
Common Stock and $3.49999 per Pre-Funded Warrant. The Company estimates that the net proceeds from the Offering will be approximately
$46.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. The closing of the Offering is
expected to occur on October 28, 2026, subject to customary closing conditions.
The Pre-Funded Warrants have
a per share exercise price of $0.00001, subject to proportional adjustments in the event of stock splits or combinations or similar events.
The Pre-Funded Warrants are exercisable at any time after the date of issuance and will not expire until exercised in full.
A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially
own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants
may increase or decrease this percentage to a percentage not in excess of 19.99% by providing notice to the Company, provided that any
increase will not be effective until the 61st day after such notice is delivered to the Company.
The Underwriting Agreement
contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and
the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were
made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may
be subject to limitations agreed upon by the contracting parties.
Copies of the Underwriting
Agreement and the form of Pre-Funded Warrant are filed as Exhibit 1.1 and 4.1, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference. The foregoing description of the Underwriting Agreement and the Pre-Funded Warrants is qualified in
its entirety by reference to such exhibits. A copy of the opinion of Cooley LLP as to the legality of the shares of Common Stock, the
Pre-Funded Warrants and the shares of Common Stock underlying the Pre-Funded Warrants to be issued and sold in the Offering and related
consent is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form
8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Exchange Act, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements may be identified by words such as “anticipate,” “believe,” “expect,”
“intend,” “may,” “plan,” “potential,” “will,” and similar expressions, and
are based on the Company’s current beliefs and expectations. These forward-looking statements include statements about the Company’s
offering, such as the expected net proceeds and anticipated closing date. These statements involve risks and uncertainties that could
cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results
to differ materially include uncertainties related to market conditions and the completion of the offering on the anticipated terms or
at all, and other risks and uncertainties that are described in the Risk Factors section of the Company’s Annual Report on Form
10-K for the year ended December 31, 2025, and other filings the Company makes with the U.S. Securities and Exchange Commission from time
to time. These documents are available under the “SEC Filings” page of the “Investors” section of the Company’s
website at www.aclaristx.com. Any forward-looking statements speak only as of the date of this Current Report on Form 8-K and are based
on information available to the Company as of the date of this Current Report on Form 8-K, and the Company assumes no obligation to, and
does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
|
|
| Number |
|
Exhibit
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement by and among Aclaris Therapeutics,
Inc., Leerink Partners LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co., dated October 27, 2026. |
| |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant
to Purchase Common Stock. |
| |
|
|
| 5.1 |
|
Opinion of Cooley LLP. |
| |
|
|
| 23.1 |
|
Consent of Cooley LLP (included
in Exhibit 5.1). |
| |
|
|
| 104 |
|
The cover page from Aclaris
Therapeutics, Inc.’s Form 8-K filed on October 27, 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: October 27, 2026 |
|
Kevin Balthaser |
| |
|
Chief Financial Officer |
