Delaware

46-0571712

(State or other jurisdiction of Incorporation or organization)

(I.R.S. Employer Identification No.)

Brent B. Siler
Divakar Gupta
Brian F. Leaf
Cooley LLP
11951 Freedom Drive
Reston, VA 20190
(703) 456-8000

Kamil Ali-Jackson
Chief Legal Officer
Aclaris Therapeutics, Inc.
101 Lindenwood Drive, Suite 400
Malvern, PA 19355
(484) 324-7933

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.83

Title of Securities to be Registered

Amount to be Registered (1)

Proposed Maximum Offering Price Per Share (2)

Proposed Maximum Aggregate Offering Price (2)

Amount of Registration Fee

Common Stock, par value $0.00001 per share

1,042,367 shares

$

31.16

$

32,480,155.72

$

3,764.46

(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 the Registrant’s Common Stock that become issuable under the 2015 Equity Incentive Plan (the “2015 EIP”) set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Market on March 10, 2017. The chart below details the calculations of the registration fee:

Securities 

Number of Shares

Offering Price Per Share (2)

Aggregate Offering Price

Additional shares reserved for future grant under the 2015 EIP

1,042,367

$

31.16 (2)

$

Proposed Maximum Aggregate Offering Price

$

Registration Fee

$

Exhibit Number

Description

Amended and Restated Certificate of Incorporation of the Registrant.

Amended and Restated Bylaws of the Registrant.

Specimen stock certificate evidencing shares of the Registrant’s Common Stock.

2015 Equity Incentive Plan.

Form of Stock Option Grant Notice and Stock Option Agreement under 2015 Equity Incentive Plan. 

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2015 Equity Incentive Plan.

Opinion of Cooley LLP.

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

Consent of Cooley LLP (included in Exhibit 5.1).

Power of Attorney (included on the signature page of this Form S-8).

(1)

Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the Commission on October 13, 2015, and incorporated by reference herein.

(2)

Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the Commission on October 13, 2015, and incorporated by reference herein.

(3)

Previously filed as Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206437), filed with the Commission on September 25, 2015, and incorporated by reference herein.

(4)

Previously filed as Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-207434), filed with the Commission on October 15,  2015, and incorporated by reference herein.

(5)

Previously filed as Exhibit 10.10 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206437), filed with the Commission on September 25, 2015, and incorporated by reference herein.

(6)

Previously filed as Exhibit 10.11 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206437), filed with the Commission on September 25, 2015, and incorporated by reference herein.

1.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

2.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

Aclaris Therapeutics, Inc.

By:

/s/ Neal Walker

Neal Walker

President and Chief Executive Officer

Signature

Title

Date

/s/ Neal Walker

 Neal Walker

President, Chief Executive Officer and Director

(Principal Executive Officer)

March 15,  2017

/s/ Frank Ruffo

 Frank Ruffo

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

March 15, 2017

/s/ Stephen A. Tullman

Stephen A. Tullman

Chairman of the Board of Directors

March 15, 2017

/s/ Richard A. Bierly

Richard A. Bierly

Director

March 15, 2017

/s/ Christopher Molineaux

Christopher Molineaux

Director

March 15, 2017

/s/ Anand Mehra, M.D.

Anand Mehra, M.D.

Director

March 15, 2017

/s/ William Humphries

 William Humphries

Director

March 15, 2017

/s/ Andrew Powell

 Andrew Powell

Director

March 15, 2017

Exhibit Number

Description

Amended and Restated Certificate of Incorporation of the Registrant.

Amended and Restated Bylaws of the Registrant.

Specimen stock certificate evidencing shares of the Registrant’s Common Stock.

2015 Equity Incentive Plan.

Form of Stock Option Grant Notice and Stock Option Agreement under 2015 Equity Incentive Plan. 

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under 2015 Equity Incentive Plan.

Opinion of Cooley LLP.

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.

Consent of Cooley LLP (included in Exhibit 5.1).

Power of Attorney (included on the signature page of this Form S-8).

(1)

Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the Commission on October 13, 2015, and incorporated by reference herein.

(2)

Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37581), filed with the Commission on October 13, 2015, and incorporated by reference herein.

(3)

Previously filed as Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206437), filed with the Commission on September 25, 2015, and incorporated by reference herein.

(4)

Previously filed as Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 (File No. 333-207434), filed with the Commission on October 15,  2015, and incorporated by reference herein.

(5)

Previously filed as Exhibit 10.10 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206437), filed with the Commission on September 25, 2015, and incorporated by reference herein.

(6)

Previously filed as Exhibit 10.11 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-206437), filed with the Commission on September 25, 2015, and incorporated by reference herein.

Sincerely,

COOLEY LLP

By:

/s/ Brian F. Leaf

Brian F. Leaf