Aclaris Therapeutics, Inc S-3ASR, filed May 20, 2021

Aclaris Therapeutics, Inc. (ACRS)

S-3ASR 2021-05-20

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	Delaware			46-0571712
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☐


Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Securities covered by the base prospectus included herein:
Common Stock, par value $0.00001 per share		(1)		(1)			(1)			(2)
Preferred Stock, par value $0.00001 per share		(1)		(1)			(1)			(2)
Debt Securities		(1)		(1)			(1)			(2)
Warrants		(1)		(1)			(1)			(2)
Securities covered by the sales agreement prospectus included herein:
Common Stock, par value $0.00001 per share		(3)		(3)		$	150,000,000.00		$	16,365.00(4)

	ABOUT THIS PROSPECTUS					ii
	SUMMARY					1
	RISK FACTORS					4
	SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS					5
	USE OF PROCEEDS					7
	DESCRIPTION OF CAPITAL STOCK					8
	DESCRIPTION OF DEBT SECURITIES					13
	DESCRIPTION OF WARRANTS					20
	LEGAL OWNERSHIP OF SECURITIES					22
	SELLING SECURITYHOLDERS					25
	PLAN OF DISTRIBUTION					26
	LEGAL MATTERS					27
	EXPERTS					27
	WHERE YOU CAN FIND MORE INFORMATION					28
	INCORPORATION OF CERTAIN INFORMATION BY REFERENCE					29

	Page
ABOUT THIS PROSPECTUS		S-ii
SUMMARY		S-1
THE OFFERING		S-3
RISK FACTORS		S-4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-5
USE OF PROCEEDS		S-7
DILUTION		S-8
DESCRIPTION OF CAPITAL STOCK		S-10
PLAN OF DISTRIBUTION		S-14
LEGAL MATTERS		S-15
EXPERTS		S-15
WHERE YOU CAN FIND MORE INFORMATION		S-15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-16

Assumed public offering price per share			$	22.97
Net tangible book value per share of as March 31, 2021	$	2.02
Increase in net tangible book value per share attributable to this offering		2.25
As adjusted net tangible book value per share as of March 31, 2021, after giving effect to this offering				4.27
Dilution per share to investors purchasing our common stock in this offering			$	18.70

SEC registration fee	$	16,365(1)
FINRA filing fee (if applicable)		(2)
Accounting fees and expenses		(2)
Legal fees and expenses		(2)
Transfer agent fees and expenses		(2)
Trustee fees and expenses		(2)
Printing and miscellaneous expenses		(2)
Total	$	(2)

Exhibit Number			Description of Document
1.1*			Form of Underwriting Agreement.
1.2			Sales Agreement, dated May 20, 2021, by and between the Registrant and SVB Leerink LLC and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the SEC on May 20, 2021).
3.1			Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the SEC on October 13, 2015).
3.2			Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the SEC on June 24, 2020).
4.1			Reference is made to Exhibits 3.1 and 3.2.
4.2			Specimen stock certificate evidencing shares of Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206437), filed with the SEC on September 25, 2015).
4.3			Form of Indenture, between the Registrant and one or more trustees to be named.
4.4*			Form of Note.
4.5			Form of Common Stock Warrant Agreement and Warrant Certificate.
4.6			Form of Preferred Stock Warrant Agreement and Warrant Certificate.
4.7			Form of Debt Securities Warrant Agreement and Warrant Certificate.
4.8*			Form of Specimen Preferred Stock Certificate and Certificate of Designations of Preferred Stock.
5.1			Opinion of Cooley LLP.
23.1			Consent of Independent Registered Public Accounting Firm.
23.2			Consent of Cooley LLP (included in Exhibit 5.1).
24.1			Power of Attorney (included on signature page).
25.1*			Statement of Eligibility of Trustee under the Indenture.

				ACLARIS THERAPEUTICS, INC.
				By: /s/ Neal Walker Neal Walker President and Chief Executive Officer

Signature	Title	Date
/s/ Neal Walker Neal Walker	President, Chief Executive Officer and Director (Principal Executive Officer)	May 20, 2021
/s/ Frank Ruffo Frank Ruffo	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	May 20, 2021
/s/ Christopher Molineaux Christopher Molineaux	Chairman of the Board of Directors	May 20, 2021
/s/ Anand Mehra, M.D. Anand Mehra, M.D.	Director	May 20, 2021
/s/ William Humphries William Humphries	Director	May 20, 2021
/s/ Andrew Powell Andrew Powell	Director	May 20, 2021
/s/ Andrew Schiff Andrew Schiff	Director	May 20, 2021
/s/ Bryan Reasons Bryan Reasons	Director	May 20, 2021
/s/ Maxine Gowen Maxine Gowen	Director	May 20, 2021
/s/ Vincent Milano Vincent Milano	Director	May 20, 2021

			PAGE

ARTICLE 1	DEFINITIONS		1

Section 1.01		Definitions of Terms	1

ARTICLE 2	ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES		5

Section 2.01		Designation and Terms of Securities	5
Section 2.02		Form of Securities and Trustee’s Certificate	7
Section 2.03		Denominations: Provisions for Payment	8
Section 2.04		Execution and Authentications	9
Section 2.05		Registration of Transfer and Exchange	10
Section 2.06		Temporary Securities	11
Section 2.07		Mutilated, Destroyed, Lost or Stolen Securities	11
Section 2.08		Cancellation	12
Section 2.09		Benefits of Indenture	12
Section 2.10		Authenticating Agent	12
Section 2.11		Global Securities	13
Section 2.12		CUSIP Numbers	14

ARTICLE 3	REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS		14

Section 3.01		Redemption	14
Section 3.02		Notice of Redemption	14
Section 3.03		Payment Upon Redemption	15
Section 3.04		Sinking Fund	16
Section 3.05		Satisfaction of Sinking Fund Payments with Securities	16
Section 3.06		Redemption of Securities for Sinking Fund	16

ARTICLE 4	COVENANTS		16

Section 4.01		Payment of Principal, Premium and Interest	16
Section 4.02		Maintenance of Office or Agency	17
Section 4.03		Paying Agents	17
Section 4.04		Appointment to Fill Vacancy in Office of Trustee	18

ARTICLE 5	SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE		18

Section 5.01		Company to Furnish Trustee Names and Addresses of Securityholders	18
Section 5.02		Preservation Of Information; Communications With Securityholders	18

			PAGE

Section 5.03		Reports by the Company	19
Section 5.04		Reports by the Trustee	19

ARTICLE 6	REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT		20

Section 6.01		Events of Default	20
Section 6.02		Collection of Indebtedness and Suits for Enforcement by Trustee	21
Section 6.03		Application of Moneys Collected	22
Section 6.04		Limitation on Suits	23
Section 6.05		Rights and Remedies Cumulative; Delay or Omission Not Waiver	23
Section 6.06		Control by Securityholders	24
Section 6.07		Undertaking to Pay Costs	24

ARTICLE 7	CONCERNING THE TRUSTEE		25

Section 7.01		Certain Duties and Responsibilities of Trustee	25
Section 7.02		Certain Rights of Trustee	26
Section 7.03		Trustee Not Responsible for Recitals or Issuance or Securities	28
Section 7.04		May Hold Securities	28
Section 7.05		Moneys Held in Trust	28
Section 7.06		Compensation and Reimbursement	28
Section 7.07		Reliance on Officer’s Certificate	29
Section 7.08		Disqualification; Conflicting Interests	29
Section 7.09		Corporate Trustee Required; Eligibility	29
Section 7.10		Resignation and Removal; Appointment of Successor	30
Section 7.11		Acceptance of Appointment By Successor	31
Section 7.12		Merger, Conversion, Consolidation or Succession to Business	32
Section 7.13		Preferential Collection of Claims Against the Company	32
Section 7.14		Notice of Default	32

ARTICLE 8	CONCERNING THE SECURITYHOLDERS		33

Section 8.01		Evidence of Action by Securityholders	33
Section 8.02		Proof of Execution by Securityholders	33
Section 8.03		Who May be Deemed Owners	33
Section 8.04		Certain Securities Owned by Company Disregarded	34
Section 8.05		Actions Binding on Future Securityholders	34

			PAGE

ARTICLE 9	SUPPLEMENTAL INDENTURES		34

Section 9.01		Supplemental Indentures Without the Consent of Securityholders	34
Section 9.02		Supplemental Indentures With Consent of Securityholders	35
Section 9.03		Effect of Supplemental Indentures	36
Section 9.04		Securities Affected by Supplemental Indentures	36
Section 9.05		Execution of Supplemental Indentures	36

ARTICLE 10	SUCCESSOR ENTITY		37

Section 10.01		Company May Consolidate, Etc.	37
Section 10.02		Successor Entity Substituted	37

ARTICLE 11	SATISFACTION AND DISCHARGE		38

Section 11.01		Satisfaction and Discharge of Indenture	38
Section 11.02		Discharge of Obligations	38
Section 11.03		Deposited Moneys to be Held in Trust	38
Section 11.04		Payment of Moneys Held by Paying Agents	39
Section 11.05		Repayment to Company	39

ARTICLE 12	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		39

Section 12.01		No Recourse	39

ARTICLE 13	MISCELLANEOUS PROVISIONS		40

Section 13.01		Effect on Successors and Assigns	40
Section 13.02		Actions by Successor	40
Section 13.03		Surrender of Company Powers	40
Section 13.04		Notices	40
Section 13.05		Governing Law; Jury Trial Waiver	40
Section 13.06		Treatment of Securities as Debt	40
Section 13.07		Certificates and Opinions as to Conditions Precedent	41
Section 13.08		Payments on Business Days	41
Section 13.09		Conflict with Trust Indenture Act	41
Section 13.10		Counterparts	41
Section 13.11		Separability	41
Section 13.12		Compliance Certificates	42
Section 13.13		Patriot Act	42
Section 13.14		Force Majeure	42
Section 13.12		Table of Contents; Headings	42

	ACLARIS THERAPEUTICS, INC.

	By:

	Name:

	Title:

	[TRUSTEE], as Trustee

	By:

	Name:

	Title:

Section of Trust Indenture Act of 1939, as Amended		Section of Indenture
310(a)		7.09
310(b)		7.08
		7.10
310(c)		Inapplicable
311(a)		7.13
311(b)		7.13
311(c)		Inapplicable
312(a)		5.01
		5.02(a)
312(b)		5.02(c)
312(c)		5.02(c)
313(a)		5.04(a)
313(b)		5.04(b)
313(c)		5.04(a)
		5.04(b)
313(d)		5.04(c)
314(a)		5.03
		13.12
314(b)		Inapplicable
314(c)		13.07(a)
314(d)		Inapplicable
314(e)		13.07(b)
314(f)		Inapplicable
315(a)		7.01(a)
		7.01(b)
315(b)		7.14
315(c)		7.01
315(d)		7.01(b)
315(e)		6.07
316(a)		6.06
		8.04
316(b)		6.04
316(c)		8.01
317(a)		6.02
317(b)		4.03
318(a)		13.09

Dated:			Name:
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	ACLARIS THERAPEUTICS, INC., as Company

	By:
	Name:
	Title:

	ATTEST:


	COUNTERSIGNED

	[·], as Warrant Agent

	By:
	Name:
	Title:

	ATTEST: