Item 1.01 Entry into a Material Definitive Agreement.
On January 20, 2021, Aclaris Therapeutics, Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with Cantor Fitzgerald &
Co. and William Blair & Company, L.L.C., as representatives of the underwriters
(the "Underwriters"), to issue and sell 5,483,714 shares of common stock of the
Company, par value $0.00001 per share ("Common Stock"), in an underwritten
public offering pursuant to effective registration statements on Form S-3 (File
Nos. 333-237163 and 333-252246) and a related prospectus and prospectus
supplement, in each case filed with the Securities and Exchange Commission (the
"Offering"). The offering price to the public is $17.50 per share of Common
Stock, and the Underwriters have agreed to purchase the shares from the Company
pursuant to the Underwriting Agreement at a price of $16.45 per share. In
addition, the Company granted the Underwriters an option to purchase, for a
period of 30 days from the date of the Underwriting Agreement, up to an
additional 822,557 shares of Common Stock. The Company estimates that the net
proceeds from the Offering will be approximately $90.0 million, or approximately
$103.5 million if the Underwriters exercise in full their option to purchase
additional shares of Common Stock, in each case after deducting underwriting
discounts and commissions and estimated offering expenses. The closing of the
Offering is expected to occur on January 22, 2021, subject to customary closing
conditions.
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. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The
foregoing description of the Underwriting Agreement is qualified in its entirety
by reference to such exhibit. A copy of the opinion of Cooley LLP as to the
legality of the shares of Common Stock 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.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on August 13, 2020, the Company entered into a purchase
agreement with Lincoln Park Capital Fund, LLC (the "Purchase Agreement"), which
provided that, upon the terms and subject to the conditions and limitations set
forth therein, the Company could sell to Lincoln Park Capital Fund, LLC up to
$15,000,000 of shares of its common stock from time to time over
the 36-month term of the Purchase Agreement. On January 19, 2021, the Company
provided notice, effective as of January 20, 2021, to Lincoln Park Capital Fund,
LLC of its decision to terminate the Purchase Agreement. Prior to termination,
the Company had sold $7,769,286.20 of shares of its common stock under the
Purchase Agreement. A copy of the Purchase Agreement was filed as Exhibit 10.1
to the Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission (the "SEC") on August 13, 2020. The description of the
Purchase Agreement contained in this Current Report on Form 8-K does not purport
to be complete and is qualified in its entirety by reference to the copy of the
Purchase Agreement filed as Exhibit 10.1 to the Form 8-K.
As previously disclosed, on March 13, 2020, the Company entered into an Open
Market Sale Agreement (the "Sale Agreement") with Jefferies LLC ("Jefferies")
under which the Company could offer and sell, from time to time at its sole
discretion, shares of its common stock having an aggregate offering price of up
to $25,000,000 through Jefferies as its sales agent. On January 19, 2021, the
Company provided notice, effective immediately, to Jefferies of its decision to
terminate the Sale Agreement. Prior to termination, the Company had not sold any
shares of Common Stock pursuant to the Sale Agreement. A copy of the Sale
Agreement was filed as Exhibit 10.1 to the Company's Current Report on Form
8-K, filed with the SEC on March 13, 2020. The description of the Sale Agreement
contained in this Current Report on Form 8-K does not purport to be complete and
is qualified in its entirety by reference to the copy of the Sale Agreement
filed as Exhibit 10.1 to the Form 8-K.
Item 8.01 Other Events.
On January 19, 2021, the Company issued a press release announcing the
commencement of the Offering. On January 20, 2021, the Company issued a press
release announcing that it had priced the Offering. Copies of the press
releases are filed herewith as Exhibits 99.1 and 99.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
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Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements made in
reliance upon the safe harbor provisions of Section 27A of the Securities Act
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include all statements that do not relate solely to
historical or current facts, and can be identified by the use of words such as
"may," "will," "expect," "project," "estimate," "anticipate," "plan," "believe,"
"potential," "should," "continue" or the negative versions of those words or
other comparable words. These forward-looking statements include statements
about the Company's public offering, such as expected net proceeds and
anticipated closing date. These forward-looking statements are based on
information currently available to the Company and its current plans or
expectations, and are subject to a number of uncertainties and risks that could
significantly affect current plans. Actual results and performance could differ
materially from those projected in the forward-looking statements as a result of
many factors, including the uncertainties related to market conditions and the
completion of the public offering on the anticipated terms or at all. The
Company's forward-looking statements also involve assumptions that, if they
prove incorrect, would cause its results to differ materially from those
expressed or implied by such forward-looking statements. These and other risks
concerning the Company's business are described in additional detail in the
Company's Annual Report on Form 10-K for the year ended December 31, 2019, the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2020, the Preliminary Prospectus Supplement and in the Company's other Periodic
and Current Reports filed with the Securities and Exchange Commission. The
Company is under no obligation to (and expressly disclaims any such obligation
to) update or alter its 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.,
Cantor Fitzgerald & Co. and William Blair & Company, L.L.C., dated
January 20, 2021.
5.1 Opinion of Cooley LLP.
23.1 Consent of Cooley LLP (included in Exhibit 5.1).
99.1 Press Release, titled "Aclaris Announces Proposed Public Offering
of Common Stock," dated January 19, 2021.
99.2 Press Release, titled "Aclaris Announces Pricing of Public
Offering of Common Stock," dated January 20, 2021.
104 The cover page from Aclaris Therapeutics, Inc.'s Form 8-K filed on
January 22, 2021, formatted in Inline XBRL.
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