As filed with the U.S. Securities and Exchange Commission on May 8, 2023

Registration No. 333-            





Washington, D.C. 20549












(Exact name of registrant as specified in its charter)




Delaware   46-0571712
(State or other jurisdiction of
Incorporation or organization)
  (I.R.S. Employer
Identification No.)


640 Lee Road, Suite 200
Wayne, PA 19087

(Address of principal executive offices) (Zip code)




2015 Equity Incentive Plan

(Full title of the plan)




Douglas Manion

President and Chief Executive Officer

Aclaris Therapeutics, Inc.

640 Lee Road, Suite 200,
Wayne, PA 19087

(484) 324-7933

(Name and address of agent for service) (Telephone number, including area code, of agent for service)


Copies to:

Mark Ballantyne

Brian F. Leaf
Cooley LLP
11951 Freedom Drive
Reston, VA 20190-5640
(703) 456-8000



Kevin Balthaser
Chief Financial Officer
Aclaris Therapeutics, Inc.
640 Lee Road, Suite 200

Wayne, PA 19087
(484) 324-7933





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
  Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨








This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,667,545 shares of Common Stock of Aclaris Therapeutics, Inc. to be issued pursuant to the 2015 EIP.






The contents of the earlier registration statement relating to the 2015 EIP, previously filed with the Securities and Exchange Commission on October 15, 2015 (File No. 333-207434) are incorporated herein by reference and made a part of this Registration Statement.







    Incorporated by Reference
Description Schedule Form File
Exhibit Filing Date
4.1 Amended and Restated Certificate of Incorporation of the Registrant.  8-K 001-37581 3.1 10/13/2015
4.2 Amended and Restated Bylaws of the Registrant. 8-K 001-37581 3.1 06/24/2020
4.3 Specimen stock certificate evidencing shares of the Registrant’s Common Stock. S-1/A 333-206437 4.1 09/25/2015
4.4 2015 Equity Incentive Plan. S-8 333-207434 4.6 10/15/2015
4.5 Form of Stock Option Grant Notice and Stock Option Agreement under 2015 Equity Incentive Plan. S-1/A 333-206437 10.10 09/25/2015
4.6 Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2015 Equity Incentive Plan. S-1/A 333-206437 10.11 09/25/2015
4.7 Form of Performance Stock Option Grant Notice and Stock Option Agreement used in connection with the 2015 Equity Incentive Plan. 10-K 001-37581 10.11 03/18/2019
4.8 Form of Performance Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement used in connection with the 2015 Equity Incentive Plan. 10-K 001-37581 10.12 03/18/2019
5.1* Opinion of Cooley LLP.
23.1* Consent of Cooley LLP (included in Exhibit 5.1).
23.2* Consent of Independent Registered Public Accounting Firm.
24.1* Power of Attorney (included on the signature page of this Form S-8).
107* Filing Fee Table


* Filed herewith.







Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on this 8th day of May, 2023.


  Aclaris Therapeutics, Inc.
  By: /s/ Douglas Manion
    Douglas Manion
    President and Chief Executive Officer




Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Douglas Manion and Kevin Balthaser, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature   Title   Date
/s/ Douglas Manion   President, Chief Executive Officer and Director   May 8, 2023
Douglas Manion   (Principal Executive Officer)    
/s/ Kevin Balthaser   Chief Financial Officer   May 8, 2023
Kevin Balthaser   (Principal Financial Officer and Principal Accounting Officer)    

/s/ Neal Walker

Neal Walker

  Chairman of the Board of Directors   May 8, 2023

/s/ Christopher Molineaux

Christopher Molineaux

  Lead Independent Director   May 8, 2023

/s/ Anand Mehra, M.D.

Anand Mehra, M.D.

  Director   May 8, 2023

/s/ William Humphries

William Humphries

  Director   May 8, 2023
/s/ Andrew Powell   Director   May 8, 2023
Andrew Powell        
/s/ Andrew Schiff   Director   May 8, 2023
Andrew Schiff        
/s/ Bryan Reasons   Director   May 8, 2023
Bryan Reasons      
/s/ Maxine Gowen   Director   May 8, 2023
Maxine Gowen      
/s/ Vincent Milano   Director   May 8, 2023
Vincent Milano      





Exhibit 5.1




Mark Ballantyne 

T: +1 703 456 8084



May 8, 2023


Aclaris Therapeutics, Inc. 

640 Lee Road, Suite 200 

Wayne, PA 19087


Ladies and Gentlemen:


You have requested our opinion, as counsel to Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission relating to the offering of up to 2,667,545 shares (the “Shares”) of the Company’s Common Stock, par value $0.00001 per share, pursuant to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”).


In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the 2015 Plan, and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.


Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.


On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2015 Plan, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).


We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.




Cooley LLP


By: /s/ Mark Ballantyne  
  Mark Ballantyne    


Cooley LLP Reston Town Center 11951 Freedom Drive 14th Floor Reston, VA 20190-5656 

t: +1 703 456 8000 f: +1 703 456 8100





Exhibit 23.2




We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Aclaris Therapeutics, Inc. of our report dated February 23, 2023 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Aclaris Therapeutics, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.


/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 8, 2023





Exhibit 107

Calculation of Filing Fee Table


Form S-8

(Form Type)


Aclaris Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)


Table 1: Newly Registered

Security Type   Security Class Title   Fee Calculation Rule   Amount Registered(1)  

Proposed Maximum

Offering Price Per Share


Maximum Aggregate

Offering Price

  Fee Rate   Amount of Registration Fee
Equity   Common Stock, par value $0.00001 per share, Aclaris Therapeutics, Inc. 2015 Equity Incentive Plan   Other(2)   2,667,545(2)   $8.97(3)   $23,927,878.65   $0.00011020   $2,636.86
Total Offering Amount       $23,927,878.65      
Total Fees Previously Paid              
Total Fee Offsets              
Net Fee Due               $2,636.86


(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.00001 per share (“Common Stock”) of Aclaris Therapeutics, Inc. (the “Registrant”) that become issuable under the 2015 Equity Incentive Plan (the “2015 Plan”) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable.


(2)Represents shares of Common Stock that were added to the shares authorized for issuance under the 2015 Plan on January 1, 2023 pursuant to an “evergreen” provision contained in the 2015 Plan.


(3)Estimated in accordance with Rule 457(c) and Rule 457(h) promulgated under the Securities Act solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon a per share price of $8.97, which is the average of the high and low prices per share of the Registrant’s Common Stock on May 2, 2023, as reported on The Nasdaq Global Select Market.