Aclaris Therapeutics, Inc. filed a Form 8-K on October 27, 2026, disclosing entry into an underwriting agreement to sell common stock and pre-funded warrants in an underwritten public offering expected to close October 28, 2026.

Key Highlights

  • Shares offered: 7,785,714 shares of common stock at $3.50 per share, plus pre-funded warrants to purchase 6,500,000 shares at $3.49999 per warrant.
  • Estimated net proceeds: Approximately $46.7 million, after deducting underwriting discounts, commissions, and estimated offering expenses, according to the filing.
  • Underwriters: Leerink Partners LLC, Piper Sandler & Co., and Cantor Fitzgerald & Co. are named as representatives of the underwriters.
  • Pre-funded warrant exercise price: $0.00001 per share, with no expiration date until exercised in full.
  • Beneficial ownership cap: Holders of pre-funded warrants may not exercise if doing so would result in beneficial ownership exceeding 9.99% of outstanding common stock, with an option to adjust up to 19.99% upon notice.
  • Registration basis: The offering is made pursuant to an effective registration statement on Form S-3 (File No. 333-298084).

Aclaris Therapeutics Enters Underwriting Agreement for Common Stock and Pre-Funded Warrant Offering

On October 27, 2026, Aclaris Therapeutics, Inc. (NASDAQ:ACRS) entered into an underwriting agreement with Leerink Partners LLC, Piper Sandler & Co., and Cantor Fitzgerald & Co. as representatives of the underwriters, according to the Form 8-K filed that same day. Under the agreement, the company agreed to issue and sell 7,785,714 shares of its common stock, par value $0.00001 per share, at an offering price of $3.50 per share, along with pre-funded warrants to purchase 6,500,000 shares of common stock at $3.49999 per warrant.

The company disclosed that it estimates net proceeds from the offering will be approximately $46.7 million, after deducting underwriting discounts, commissions, and estimated offering expenses. Closing is expected to occur on October 28, 2026, subject to customary closing conditions. The offering is made under an effective registration statement on Form S-3 (File No. 333-298084) and a related prospectus and prospectus supplement filed with the SEC.

The pre-funded warrants carry a per share exercise price of $0.00001, are exercisable at any time after issuance, and have no expiration date until exercised in full. The filing notes that a holder may not exercise the warrants if, together with affiliates, the holder would beneficially own more than 9.99% of outstanding common stock immediately after exercise. A holder may adjust this threshold up to a maximum of 19.99% by providing notice to the company, with any increase taking effect on the 61st day after such notice. The filing states the underwriting agreement contains customary representations, warranties, covenants, indemnification obligations, and termination provisions. The filing also notes that statements regarding expected net proceeds and the anticipated closing date are forward-looking and subject to risks and uncertainties described in the company's Annual Report on Form 10-K for the year ended December 31, 2025, and other regulatory filings.

What Was Disclosed

Aclaris Therapeutics disclosed the terms of an underwritten public offering of common stock and pre-funded warrants, estimating approximately $46.7 million in net proceeds, with closing expected October 28, 2026, under an existing Form S-3 registration statement.