7,042,254 Shares Aclaris Therapeutics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 11th, 2021 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
ACLARIS THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFWarrant Agreement • November 2nd, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between ACLARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AS WARRANT AGENTCommon Stock Warrant Agreement • May 20th, 2021 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ACLARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
ACLARIS THERAPEUTICS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • November 2nd, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
Aclaris Therapeutics, Inc. (the “Company”) confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”) as follows:
AS WARRANT AGENTPreferred Stock Warrant Agreement • May 20th, 2021 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ACLARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
PURCHASE AGREEMENTPurchase Agreement • August 13th, 2020 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS PURCHASE AGREEMENT (the “Agreement”), dated as of August 13, 2020, by and between ACLARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section 1 hereof.
ACLARIS THERAPEUTICS, INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFDebt Securities Warrant Agreement • November 2nd, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between ACLARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
AS WARRANT AGENTSecurities Warrant Agreement • May 20th, 2021 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [·], between ACLARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [·], a [corporation] [national banking association] organized and existing under the laws of [·] and having a corporate trust office in [·], as warrant agent (the “Warrant Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2020 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 30, 2020 (the “Effective Date”) by and among (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) ACLARIS THERAPEUTICS, INC., a Delaware corporation (“Aclaris”) and (ii) CONFLUENCE DISCOVERY TECHNOLOGIES, INC., a Delaware corporation (“Confluence”) (Aclaris and Confluence are hereinafter jointly and severally, individually and collectively, referred to as “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 13th, 2020 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), August 13, 2020, by and between ACLARIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ACLARIS THERAPEUTICS, INC. Shares of Common Stock ($0.00001 par value per share) SALES AGREEMENTSales Agreement • February 23rd, 2023 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTOpen Market Sale Agreement • March 13th, 2020 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.00001 per share (the “Common Shares”), having an aggregate offering price of up to $25,000,000 on the terms set forth in this agreement (this “Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 17th, 2015 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (the “Agreement”) is entered into as of by and among Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned party (the “Indemnitee”).
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2024 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”), effective as of February 1, 2024 (“Agreement Effective Date”), is made by and between Aclaris Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Employer”) and Joseph Monahan (“Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 27, 2016 by and among Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
EMPLOYMENT AGREEMENTEmployment Agreement • November 18th, 2015 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
This EMPLOYMENT AGREEMENT (the “Employment Agreement”), effective as of, and contingent upon, the effectiveness of the registration statement for Employer’s initial public offering (“Agreement Effective Date”), is made by and between Aclaris Therapeutics, Inc., a corporation organized under the laws of the State of Delaware (“Employer”) and Christopher Powala (“Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 2nd, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2016 by and among Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
ACLARIS THERAPEUTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT September 30, 2014Investors’ Rights Agreement • August 17th, 2015 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of this 30th day of September, 2014 (the “Effective Date”), by and among Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock listed on Exhibit A attached hereto (the “Series A Holders”) and the holders of the Company’s Series B Preferred Stock listed on Exhibit B attached hereto (the “Series B Holders” and together with the Series A Holders, the “Investors”).
ASSIGNMENT AGREEMENTAssignment Agreement • September 25th, 2015 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • California
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is made effective as of August 20, 2012 (the “Effective Date”), by and between ACLARIS THERAPEUTICS, INC., a Delaware corporation, having an address of 101 Lindenwood Drive, Suite 400, Malvern, Pennsylvania 19355 (“Assignee”), and MICKEY J MILLER, II, of 5757 Preston View Blvd, Appt. #130, Dallas, Texas 75240, as Personal Representative of the estate of Mickey J. Miller (“Miller Estate”).
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • October 1st, 2015 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This LICENSE AND COLLABORATION AGREEMENT (the “Agreement”) is entered into and made effective as of August 27, 2015 (the “Effective Date”) by and between RIGEL PHARMACEUTICALS, INC., (“Rigel”), a Delaware corporation, having a principal place of business located at 1180 Veterans Boulevard, South San Francisco, CA 94080, and ACLARIS THERAPEUTICS INTERNATIONAL LIMITED (“ATI”), a corporation organized under the laws of the United Kingdom, having a principal place of business located at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT, United Kingdom. Rigel and ATI are referred to herein individually by name or as a “Party” or, collectively, as “Parties” throughout this Agreement.
ACLARIS THERAPEUTICS, INC. STOCK OPTION GRANTStock Option Grant • August 17th, 2015 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Agreement (this “Agreement”) dated as of [ ] and effective as of [ ] (the “Grant Date”), between Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”), and [ ] (“Grantee”), an employee of the Company. Capitalized terms used but not defined herein shall have the meaning set forth in the Plan (as defined below).
SERVICES AGREEMENTServices Agreement • August 17th, 2015 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
THIS SERVICES AGREEMENT (the “Agreement”), effective as of February 5, 2014 (the “Effective Date”), between NST, LLC (“NST”), a Delaware limited liability company with its principal offices located at 101 Lindenwood Drive, Suite 400, Malvern, Pennsylvania 19355 and Aclaris Therapeutics, Inc. (“ACLARIS”), a Delaware corporation having a place of business at 101 Lindenwood Drive, Suite 400, Malvern, PA 19355 (each a “party”, collectively, the “parties”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 11th, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT is entered into as of March 24, 2016, by and among ACLARIS THERAPEUTICS INC., a Delaware corporation (the “Purchaser”); VIXEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”); JAK1, LLC, a Delaware limited liability company (“JAK1”), JAK2, LLC, a Delaware limited liability company (“JAK2”); JAK3, LLC, a Delaware limited liability company (“JAK3”) (JAK1, JAK2 and JAK3 are referred to herein each as a “Selling Stockholder” and, collectively, as the “Selling Stockholders”); and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Stockholders’ Representative (the “Stockholders’ Representative”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
THIRD AMENDMENT TO SERVICES AGREEMENT BETWEEN NST CONSULTING, LLC AND ACLARIS THERAPEUTICS, INC.Services Agreement • May 11th, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment to the Services Agreement (“Third Amendment”) made and entered into this 24th day of November 2015 and effective as of October 1, 2015 (“Effective Date”), by and between NST CONSULTING, LLC (“NST’) and ACLARIS THERAPEUTICS, INC. (“Aclaris”).
EXCLUSIVE PATENT LICENSE AGREEMENTExclusive Patent License Agreement • December 3rd, 2018 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Exclusive Patent License Agreement (this “Agreement”), is entered into as of November 30, 2018 (the “Effective Date”), by and between Allergan, Inc., a Delaware corporation (“Allergan”) and Aclaris Therapeutics, Inc., a Delaware corporation (“Licensee”). Allergan and Licensee are each referred to herein by name or as a “Party” or, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings otherwise ascribed to them in the Purchase Agreement (as defined below).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • May 11th, 2016 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
This AGREEMENT, effective as of December 31, 2015 (the “Effective Date”), between THE TRUSTEES OF COLUMBIA UNIVERSITY IN THE CITY OF NEW YORK, a New York corporation (“Columbia”), and Vixen Pharmaceuticals, Inc., a Delaware corporation (“Company”).
ASSET PURCHASE AGREEMENT by and between ACLARIS THERAPEUTICS, INC. and EPI HEALTH, LLC certain identified information has been excluded from thIS exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly...Asset Purchase Agreement • October 11th, 2019 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated October 10, 2019 (“Effective Date”), is entered into by and between Aclaris Therapeutics, Inc., a Delaware corporation (“Seller”), and EPI Health, LLC, a South Carolina limited liability company (“Buyer”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 18th, 2019 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of October 15, 2018 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ACLARIS THERAPEUTICS, INC., a Delaware corporation (“Parent”) with offices located at 640 Lee Road, Suite 200, Wayne, PA 19087, Confluence Discovery Technologies, Inc., a Delaware corporation with offices located at 4320 Forest Park Avenue, Suite 303, St. Louis, MO 63108 (“CDT”) and ACLARIS LIFE SCIENCES, INC., a Delaware corporation with offices located at 4320 Forest Park Avenue, Suite 303, St. Louis, MO 63
DISTRIBUTION AGREEMENT BY AND BETWEEN MCKESSON SPECIALTY CARE DISTRIBUTION CORPORATION AND ACLARIS THERAPEUTICS, INC. DATED: October 13, 2017Distribution Agreement • August 3rd, 2018 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS DISTRIBUTION AGREEMENT (the "Agreement") is by and between McKesson Specialty Care Distribution Corporation, a Delaware corporation with offices at 10101 Woodloch Forest, The Woodlands, Texas 77380 (“Distributor”) and Aclaris Therapeutics, Inc., with offices at 101 Lindenwood Drive, Suite 400, Malvern, Pennsylvania 19355 (“Supplier”) is dated and effective this 13th day of October 2017 (the "Effective Date"). Distributor and Supplier are sometimes hereinafter referred to collectively as “Parties” and individually as a “Party”.
SUBLEASESublease • November 6th, 2017 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • Pennsylvania
FIFTH AMENDMENT TO AMENDED AND RESTATED SUBLEASE BETWEEN NST CONSULTING, LLC AND ACLARIS THERAPEUTICS, INC.Aclaris Therapeutics, Inc. • November 7th, 2017 • Pharmaceutical preparations
This Fifth Amendment to the Amended and Restated Sublease (“Fifth Amendment”) made and entered into this 7th day of July 2017 (“Effective Date”), by and between NST CONSULTING, LLC, hereinafter referred to as “Sublandlord” and ACLARIS THERAPEUTICS, INC, hereinafter referred to as “Subtenant”.
January 31, 2024 VIA EMAIL Neal Walker Dear Neal:Aclaris Therapeutics, Inc. • February 27th, 2024 • Pharmaceutical preparations
This agreement contains the terms of your position as Interim Chief Executive Officer and President (the “Interim CEO”) of Aclaris Therapeutics, Inc. (the “Company”) with an effective date of January 17, 2024.
AMENDMENT NO. 1 TO CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 27th, 2023 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations
This Amendment No. 1 (this “Amendment”), is made and entered into as of March 23, 2023, by and between Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”) and Frank Ruffo (“Consultant”).
First Amendment to License AgreementLicense Agreement • August 3rd, 2018 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations • New York
SEVENTH AMENDMENT TO SERVICES AGREEMENT BETWEEN NST CONSULTING, LLC AND ACLARIS THERAPEUTICS, INC.Services Agreement • August 8th, 2017 • Aclaris Therapeutics, Inc. • Pharmaceutical preparations
This Seventh Amendment to the Services Agreement (“Seventh Amendment”) made and entered into this day of May 2017 (“Effective Date”), by and between NST CONSULTING, LLC (“NST’) and ACLARIS THERAPEUTICS, INC. (“Aclaris”).
