Aclaris Therapeutics, Inc. has entered into an underwriting agreement to sell 7,785,714 shares of common stock and 6,500,000 pre-funded warrants. The offering is scheduled to close on October 28, 2026, subject to customary conditions.
Under the terms of the agreement, the Company will issue the common stock at a price of $3.50 per share. The pre-funded warrants, which allow holders to purchase shares without immediately increasing their beneficial ownership, are priced at $3.49999 per warrant. Both the common stock and the warrants are being sold pursuant to an effective registration statement on Form S-3 (File No. 333-298084).
The Company estimates that the net proceeds from the transaction will be approximately $46.7 million, after deducting underwriting discounts and commissions and estimated offering expenses. The pre-funded warrants have an exercise price of $0.00001 per share and will not expire until fully exercised. Holders of these warrants are subject to a beneficial ownership limitation of 9.99%, which may be increased to 19.99% with proper notice.
The underwriters for the transaction are Leerink Partners LLC, Piper Sandler & Co., and Cantor Fitzgerald & Co. The Company has filed the Underwriting Agreement and the form of Pre-Funded Warrant as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K.
