UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amendment to Consulting Services Agreement with Frank Ruffo
On March 23, 2023, Aclaris Therapeutics, Inc. (the “Company”) and former Chief Financial Officer Frank Ruffo entered into an amendment (the “Amended Consulting Agreement”) to the consulting services agreement, effective as of January 1, 2023, between Mr. Ruffo and the Company (the “Consulting Agreement”). The Amended Consulting Agreement extends the term of the Consulting Agreement from March 3, 2023 through June 30, 2023. The Amended Consulting Agreement also provides for a monthly consulting fee of $12,500 to be paid to Mr. Ruffo for services rendered and provides that his last day of vesting for any outstanding equity awards granted by the Company to Mr. Ruffo was March 2, 2023, and no outstanding equity awards will vest thereafter.
The foregoing summary of the Amended Consulting Agreement is not complete and is qualified in its entirety by reference to the full text of the Amended Consulting Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
9.01 - Financial Statements and Exhibits
(d) Exhibits
Exhibit |
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Number | Exhibit Description | |
10.1 | ||
104 | The cover page from Aclaris Therapeutics, Inc.’s Form 8-K filed on March 27, 2023, formatted in Inline XBRL. |
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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/ Douglas Manion | |
Date: March 27, 2023 | Douglas Manion | |
Chief Executive Officer and President |
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Exhibit 10.1
AMENDMENT NO. 1
TO
CONSULTING SERVICES AGREEMENT
This Amendment No. 1 (this “Amendment”), is made and entered into as of March 23, 2023, by and between Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”) and Frank Ruffo (“Consultant”).
WHEREAS, the Company and Consultant entered into that certain Consulting Services Agreement, dated as of January 1, 2023 (the “Agreement”), and desire to extend the term of the Agreement and modify Consultant’s compensation.
NOW THEREFORE, in consideration of the mutual promises set forth herein, and intending to be legally bound hereby, the parties hereby agree as follows:
“1.2.1. In consideration of Consultant’s performance of the Services, the Company shall pay Consultant $12,500 per month (“Consulting Fee”) during the term of this Agreement.”
“1.2.2. Consultant agrees that his last day of Continuous Service (as defined in the Company’s 2015 Equity Incentive Plan) was March 2, 2023, and no outstanding equity awards will vest thereafter.”
“Term. Unless terminated earlier pursuant to Section 5.2 or 5.3, the term of this Agreement shall be from March 3, 2023 through June 30, 2023.”
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to be duly executed as of the date first above written.
ACLARIS THERAPEUTICS, INC. | CONSULTANT | ||
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By: | /s/ Douglas Manion | By: | /s/ Frank Ruffo |
Name: | Doug Manion | Name: | Frank Ruffo |
Title: | President & CEO | | |