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Aclaris Therapeutics prices $49,999,934 stock and pre-funded warrant offering

Tickers ACRS

Aclaris priced 7,785,714 shares at $3.50 and pre-funded warrants for 6,500,000 more shares, $49,999,934 before costs, on the day it announced small Phase 1b results for its antibody ATI-052. The prospectus puts cash at approximately $204.6 million on September 30, 2026.

Key facts

Company
Aclaris Therapeutics, Inc. (NASDAQ: ACRS)
News type
Financings
Primary source
Aclaris Therapeutics (SEC Form 424B5)
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The terms

Aclaris Therapeutics, Inc. (Nasdaq: ACRS) priced an underwritten offering of 7,785,714 shares of common stock at $3.50 per share, according to a prospectus supplement dated October 27, 2026. Investors who chose not to take common stock bought pre-funded warrants on 6,500,000 shares at $3.49999 each. The offering totals $49,999,934 before costs. Underwriting discounts and commissions come to $3,000,000, or $0.21 per share, which leaves $46,999,934 before expenses, and the company agreed to reimburse certain underwriter expenses. An 8-K filed the same day puts net proceeds at approximately $46.7 million. Closing was expected on October 28, 2026.

The last reported sale price on the Nasdaq Global Select Market was $3.79 on October 26, 2026, so the offering price is below the prior close. The pre-funded warrants have an exercise price of $0.00001 per share, can be exercised at any time and do not expire. Aclaris does not plan to list them.

Banks and counsel

Leerink Partners LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co. are the representatives of the underwriters under the underwriting agreement dated October 27, 2026. The prospectus cover lists them as joint bookrunning managers together with LifeSci Capital. Cooley LLP gave the opinion on the legality of the securities. The 8-K names no counsel to the underwriters and does not say which bookrunner leads.

The data announced the same day

The prospectus summary reports primary results from two Phase 1b trials of ATI-052, an anti-TSLP/IL-4R-alpha bispecific antibody. Both are tiny. The atopic dermatitis trial enrolled 14 patients with severe disease, randomized 3:1 to ATI-052 or placebo. Four were excluded from the per-protocol analysis, leaving nine on ATI-052 and one on placebo. In that group the company reports a 45% placebo-adjusted mean improvement in the Eczema Area and Severity Index at day 57, 58% on drug against 13% on placebo. A comparison against a single placebo patient is thin evidence, and the company labels several of its other readouts post hoc.

The asthma trial enrolled 16 patients, 12 on drug and four on placebo, with a single 480 mg dose. At day 15 the company reports a 59% mean reduction in exhaled nitric oxide against 15% on placebo, and a 200 mL placebo-adjusted gain in FEV1. It reports no Grade 3 or Grade 4 adverse events and no discontinuations. Aclaris intends to prioritize ATI-052 in eosinophilic esophagitis and to start a Phase 2b trial in early 2027.

Cash, losses and dilution

The prospectus gives a preliminary, unaudited estimate of approximately $204.6 million in cash, cash equivalents and marketable securities as of September 30, 2026. Its auditor, PricewaterhouseCoopers LLP, has not audited or reviewed that figure. The 10-K shows a net loss of $64.9 million for 2025, down from $132.1 million for 2024. Research and development expense rose to $52.6 million from $33.6 million, and cash used in operations was $47.1 million, up from $20.1 million. At June 30, 2026, cash and cash equivalents were $19.2 million and short-term investments were $72.4 million.

The offering is based on 139,824,273 shares outstanding as of June 30, 2026, and the company expects 147,609,987 shares to be outstanding afterward, assuming no exercise of the pre-funded warrants. That count excludes 15,392,992 shares issuable on exercise of options at a weighted average exercise price of $5.93, 3,441,263 shares from restricted stock units and 3,000,000 shares from warrants at $0.00001. The prospectus says new investors face immediate dilution of $2.06 per share.

Use of proceeds

Aclaris says it will use the net proceeds for research and development of its pipeline and for working capital and general corporate purposes. The company describes itself as clinical-stage and says it is seeking third-party partners to develop and commercialize its candidates. Its 10-K warns that product candidates "may not be considered cost effective," which could limit reimbursement even if they win approval.

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