Aclaris Therapeutics Files 8-K on Agreements & Officer Changes

Ticker: ACRS · Form: 8-K · Filed: Nov 18, 2024 · CIK: 1557746

Aclaris Therapeutics, INC. 8-K Filing Summary
FieldDetail
CompanyAclaris Therapeutics, INC. (ACRS)
Form Type8-K
Filed DateNov 18, 2024
Risk Levelmedium
Pages12
Reading Time15 min
Key Dollar Amounts$0.00001, $30.0 m, $4.5 million, $6.2 million, $125 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, officer-changes

Related Tickers: ACRS

TL;DR

ACRS filed an 8-K: new deals, equity sales, and exec changes. Watch closely.

AI Summary

Aclaris Therapeutics, Inc. filed an 8-K on November 18, 2024, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also covers Regulation FD disclosures and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential new agreements and changes in leadership or compensation, which could impact the company's strategic direction and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Aclaris Therapeutics?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the summary information.

What type of equity securities were sold in the unregistered sales?

The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided summary.

Were there any changes to the Board of Directors or executive officers?

Yes, the filing reports on the departure of directors or certain officers, the election of directors, and the appointment of certain officers.

What is the primary business of Aclaris Therapeutics, Inc. according to the filing?

Aclaris Therapeutics, Inc. is classified under the Pharmaceutical Preparations industry (SIC code 2834).

When is Aclaris Therapeutics' fiscal year end?

Aclaris Therapeutics' fiscal year ends on December 31.

Filing Stats: 3,684 words · 15 min read · ~12 pages · Grade level 12.4 · Accepted 2024-11-18 08:15:30

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Exclusive License Agreement, Collaboration Agreement and Warrants On November 18, 2024, Aclaris Therapeutics, Inc. (the " Company ") entered into an exclusive license agreement (the " License Agreement ") with Biosion, Inc. (" Biosion "), pursuant to which the Company received the exclusive, worldwide (excluding Mainland China, Macau, Hong Kong and Taiwan) (the " Territory ") rights to develop, manufacture and commercialize BSI-045B, an anti-TSLP monoclonal antibody, and BSI-502, a bispecific antibody that is directed against both TSLP and IL4R (collectively, the " Licensed Products ") for human diseases. In connection with the License Agreement, on November 18, 2024 the Company also entered into a collaboration agreement (the " Collaboration Agreement ") with Biosion and Chia Tai Tianqing Pharmaceutical Group, Co., Ltd. (" CTTQ "), a licensee of the Licensed Products outside of the Territory, pursuant to which the Company agreed to pay a portion of the consideration described below directly to CTTQ in exchange for certain rights and agreements as described in the Collaboration Agreement. In consideration of the rights and licenses under the License Agreement and Collaboration Agreement, the Company agreed to, in the aggregate, (i) pay upfront cash consideration of $30.0 million, plus $4.5 million for the reimbursement of certain development costs, (ii) issue warrants (the " Warrants ") to purchase 14,281,985 shares of the Company's common stock, $0.00001 par value per share (" Common Stock "), (ii) pay $6.2 million for the reimbursement of certain development costs and drug product material as set forth in the License Agreement, (iii) make payments of (A) up to $125 million upon the achievement of specified regulatory milestones commencing with product approval as set forth in the License Agreement, and (B) up to $795 million upon the achievement of specified sales milestones as set forth in the License Ag

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Warrants The Warrants have not been registered under the Securities Act of 1933, as amended (the " Securities Act "). The Warrants were issued pursuant to the exemption from registration provided by Regulation S adopted under the Securities Act for offers and sales to a non "U.S. Person" in an "Offshore Transaction", as those terms are defined in Regulation S. Private Placement The Shares have not been registered under the Securities Act. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the Company relied on the exemption afforded by Regulation D under the Securities Act, and corresponding provisions of state securities or "blue sky" laws. Each of the Investors has represented that it is an "accredited investor" as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company. 3 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Hugh Davis, PhD. , as President and Chief Operating Officer, and Class III Director On November 16, 2024, the board of directors (the " Board ") of the Company appointed Hugh Davis, Ph.D., as the Company's President and Chief Operating Officer effective November 18, 2024. In connection with Dr. Davis's appointment, Neal Walker will no longer serve as the Company's President but will continue to serv

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 18, 2024, the Company issued a press release announcing, among other things, entry into the License Agreement and that the Company will host a conference call to discuss the License Agreement and provide a corporate update. On November 18, 2024, the Company also issued a press release announcing the Private Placement. A copy of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 and Exhibit 99.2 hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.

01 Other Events

Item 8.01 Other Events. A copy of the slide presentation that will accompany the conference call referenced above in Item 7.01 is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. 5

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 Form of Securities Purchase Agreement, dated November 18, 2024, by and between the Company and the investors named therein. 10.2 Form of Registration Rights Agreement, dated November 18, 2024, by and between the Company and the investors named therein. 10.3 Employment Agreement, dated as of November 18, 2024, by and between the Company and Hugh Davis. 10.4 Aclaris Therapeutics, Inc. 2024 Inducement Plan. 10.5 Form of Stock Option Grant Notice and Stock Option Agreement used in connection with the Aclaris Therapeutics, Inc. 2024 Inducement Plan. 10.6 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement used in connection with the Aclaris Therapeutics, Inc. 2024 Inducement Plan. 99.1 Press Release dated November 18, 2024. 99.2 Press Release dated November 18, 2024 . 99.3 Company Presentation. 104 The cover page from Aclaris Therapeutics, Inc.'s Form 8-K filed on November 18, 2024, formatted in Inline XBRL. Cautionary Note Regarding Forward-Looking Statements Any statements contained in this Current Report on Form 8-K that do not describe historical facts may constitute forward-looking statements as that term is defined in 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 regarding the term of and the Company's rights and obligations under the License Agreement and Collaboration Agreement, as well as the closing of the Private Placement and anticipated use of proceeds. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertai

SIGNATURES

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: November 18, 2024 Kevin Balthaser Chief Financial Officer 7

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