Aclaris Therapeutics,Inc. (NASDAQ:ACRS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August10, 2017, Aclaris Therapeutics,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC and Leerink Partners LLC, as representatives of the underwriters (the “Underwriters”), to issue and sell 3,260,000 shares of common stock of the Company (“Common Stock”) in an underwritten public offering to a Registration Statement on FormS-3 (File No.333-214384) 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 $23.02 per share of Common Stock. In addition, the Company granted the Underwriters an option to purchase, for a period of 30 days, up to an additional 489,000 shares of Common Stock. The Company estimates that the net proceeds from the Offering will be approximately $70.3 million, or approximately $80.9 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 Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, 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 Exhibit1.1 to this Current Report on Form8-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 legal opinion as to the legality of the shares of Common Stock to be issued and sold in the Offering is filed as Exhibit5.1 to this Current Report on Form8-K.
Item 8.01 Other Events.
On August9, 2017, the Company issued a press release announcing the Offering. On August10, 2017, the Company issued a press release announcing that it had priced the Offering. Copies of the press releases are filed herewith as Exhibits99.1 and 99.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference.