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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Aclaris Therapeutics, Inc. (Name of Issuer) |
Common Stock, $0.00001 par value (Title of Class of Securities) |
00461U105 (CUSIP Number) |
12/09/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00461U105 |
| 1 | Names of Reporting Persons
Biosion, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,281,950.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Pursuant to the Schedule 13G filed by Biosion, Inc. on November 25, 2024, there were 11,281,985 shares of Common Stock issuable to Biosion, Inc. upon exercise of the Issuer warrant held by it. Biosion, Inc. assigned the Issuer warrant to its wholly-owned subsidiary, Bonita Biotech (HK) Limited on December 9, 2025, followed by the exercise of the Issuer warrant by Bonita Biotech (HK) Limited by way of cashless exercise in accordance with the terms thereof on December 9, 2025, which resulted in Bonita Biotech (HK) Limited being issued 11,281,950 shares of Common Stock on December 15, 2025.
(2) Based on 119,624,542 shares of Common Stock of the Issuer, including (i) 108,342,592 shares of Common Stock outstanding as disclosed in the Issuer's current report on Form 8-K filed with the SEC on November 6, 2025, and (ii) 11,281,950 shares of Common Stock issued to Bonita Biotech (HK) Limited upon exercise of the Issuer warrant held by it.
SCHEDULE 13G
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| CUSIP No. | 00461U105 |
| 1 | Names of Reporting Persons
Bonita Biotech (HK) Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,281,950.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Pursuant to the Schedule 13G filed by Biosion, Inc. on November 25, 2024, there were 11,281,985 shares of Common Stock issuable to Biosion, Inc. upon exercise of the Issuer warrant held by it. Biosion, Inc. assigned the Issuer warrant to its wholly-owned subsidiary, Bonita Biotech (HK) Limited on December 9, 2025, followed by the exercise of the Issuer warrant by Bonita Biotech (HK) Limited by way of cashless exercise in accordance with the terms thereof on December 9, 2025, which resulted in Bonita Biotech (HK) Limited being issued 11,281,950 shares of Common Stock on December 15, 2025.
(2) Based on 119,624,542 shares of Common Stock of the Issuer, including (i) 108,342,592 shares of Common Stock outstanding as disclosed in the Issuer's current report on Form 8-K filed with the SEC on November 6, 2025, and (ii) 11,281,950 shares of Common Stock issued to Bonita Biotech (HK) Limited upon exercise of the Issuer warrant held by it.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Aclaris Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
701 Lee Road, Suite 103, Wayne, Pennsylvania, 19087 | |
| Item 2. | ||
| (a) | Name of person filing:
1. Biosion, Inc.
2. Bonita Biotech (HK) Limited | |
| (b) | Address or principal business office or, if none, residence:
For all reporting persons:
5th Floor, Building D
3-1 Zhongdan Unit, South Longshan Rd
Jiangbei New District
Nanjing, Jiangsu, China | |
| (c) | Citizenship:
Biosion, Inc. is established under the laws of the People's Republic of China.
Bonita Biotech (HK) Limited is incorporated under the laws of Hong Kong. | |
| (d) | Title of class of securities:
Common Stock, $0.00001 par value | |
| (e) | CUSIP No.:
00461U105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information for each reporting person contained in Items 5-9 of the cover pages is incorporated herein by reference. | |
| (b) | Percent of class:
The information for each reporting person contained in Item 11 of the cover pages is incorporated herein by reference. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information for each reporting person contained in Item 5 of the cover pages is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information for each reporting person contained in Item 6 of the cover pages is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information for each reporting person contained in Item 7 of the cover pages is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information for each reporting person contained in Item 8 of the cover pages is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the
joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value US$0.00001 per share, of Aclaris Therapeutics, Inc.; and (ii) that this joint filing agreement may be
included as an Exhibit to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it
contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
Biosion, Inc.
Signature: /s/ MINGJIU CHEN
Name/Title: MINGJIU CHEN / CEO
Bonita Biotech (HK) Limited
Signature: /s/ MINGJIU CHEN
Name/Title: MINGJIU CHEN / Director