What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-25 · 50 added, 84 removed, 111 unchanged (55% of the section changed)

2 unchanged sentences

Under the supervision of and with the participation of our management, including our chief executive officer, who is our principal executive officer, and our chief financial officer, who is our principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2020, the end of the period covered by this Annual Report.

The term “disclosure controls and procedures,”

as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

2 unchanged sentences

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting and Attestation Report of the Registered Public Accounting Firm

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

Management conducted an assessment of our internal control over financial reporting based on the framework established in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework.

Based on the assessment, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002.

Because we qualify as an emerging growth company under the JOBS Act, management's report was not subject to attestation by our independent registered public accounting firm.

Because we are a smaller reporting company and a non-accelerated filer under the SEC rules, management's report was not subject to attestation by our independent registered public accounting firm.

Other Information

4 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by Item 10 is hereby incorporated by reference to the sections of the 2020 Proxy Statement under the captions “Information Regarding the Board of Directors and Corporate Governance,”

“Election of Directors”

and “Information about our Executive Officers.”

The information required by Item 10 is hereby incorporated by reference to the sections of the 2021 Proxy Statement under the captions “Information Regarding the Board of Directors and Corporate Governance,” “Election of Directors” and “Information about our Executive Officers.”

Executive Compensation

The information required by Item 11 is hereby incorporated by reference to the sections of the 2020 Proxy Statement under the captions “Executive Compensation”

and “Non-Employee Director Compensation.”

The information required by Item 11 is hereby incorporated by reference to the sections of the 2021 Proxy Statement under the captions “Executive Compensation” and “Non-Employee Director Compensation.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is hereby incorporated by reference to the sections of the 2020 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management”

and “Securities Authorized for Issuance under Equity Compensation Plans.”

The information required by Item 12 is hereby incorporated by reference to the sections of the 2021 Proxy Statement under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance under Equity Compensation Plans.”

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is hereby incorporated by reference to the sections of the 2020 Proxy Statement under the captions “Transactions with Related Persons”

and “Independence of the Board of Directors.”

The information required by Item 13 is hereby incorporated by reference to the sections of the 2021 Proxy Statement under the captions “Transactions with Related Persons” and “Independence of the Board of Directors.”

Principal Accountant Fees and Services

The information required by Item 14 is hereby incorporated by reference to the sections of the 2020 Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm.”

The information required by Item 14 is hereby incorporated by reference to the sections of the 2021 Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm.”

Exhibits, Financial Statement Schedules

1 unchanged sentence

(1) Financial Statements

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements”

under Part II.

Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II.

Item 8 of this Annual Report on Form 10-K.

3 unchanged sentences

Description of Document

Stock Purchase Agreement, by and among the Registrant, Vixen Pharmaceuticals, Inc., JAK1, LLC, JAK2, LLC, JAK3, LLC and Shareholder Representative Services LLC, dated as of March 24, 2016 (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on May 11, 2016).

Agreement and Plan of Merger, dated as of August 3, 2017, by and among the Registrant, Aclaris Life Sciences, Inc., Confluence Life Sciences, Inc.

and Fortis Advisors LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on November 7, 2017).

Asset Purchase Agreement, by and between the Registrant and EPI Health, LLC, dated as of October 10, 2019 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on October 11, 2019).

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on October 11, 2019).

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No.

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on October 13, 2015).

Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on June 24, 2020) .

Specimen stock certificate evidencing shares of Common Stock (incorporated by reference to Exhibit 4.1 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on September 25, 2015).

Description of Securities.

Clinical and Commercial Supply Agreement, by and between the Registrant and PeroxyChem LLC, dated as of August 6, 2014 (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on August 17, 2015).

Assignment Agreement, by and between the Registrant and Mickey J.

Miller, II, as personal representative of the estate of Mickey J.

Miller, dated as of August 20, 2012 (incorporated by reference to Exhibit 10.3 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on September 25, 2015).

Amendment to Assignment Agreement, by and between the Registrant and Mickey J.

Miller, II, as personal representative of the estate of Mickey J.

Miller, dated as of June 15, 2016 (incorporated herein by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 (File No.

333-212095), filed with the SEC on June 2, 2016).

Finder's Services Agreement, by and between the Registrant and KPT Consulting, LLC, dated as of August 25, 2012 (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on August 17, 2015).

Second Amended and Restated Investors' Rights Agreement, dated as of August 28, 2015, by and among the Registrant and certain of its stockholders (incorporated by reference to Exhibit 10.5 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on September 4, 2015).

Amended and Restated 2012 Equity Compensation Plan (incorporated by reference to Exhibit 10.7 to Amendment No.

1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on September 4, 2015).

Form of Stock Option Grant under Amended and Restated 2012 Equity Compensation Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on August 17, 2015).

2015 Equity Incentive Plan (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 (File No.

333-207434), filed with the SEC on October 15, 2015).

Form of Stock Option Grant Notice and Stock Option Agreement under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on September 25, 2015).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No.

2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on September 25, 2015).

Form of Performance Stock Option Grant Notice and Stock Option Agreement used in connection with the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K (File No.

001-37581), filed with the SEC on March 18, 2019).

Form of Performance Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement used in connection with the 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No.

001-37581), filed with the SEC on March 18, 2019).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on August 17, 2015).

Second Amended and Restated Non-Employee Director Compensation Policy.

Third Amended and Restated Non-Employee Director Compensation Policy.

License and Collaboration Agreement, by and between Aclaris Therapeutics International Limited and Rigel Pharmaceuticals, Inc., dated as of August 27, 2015 (incorporated by reference to Exhibit 10.14 to Amendment No.

3 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on October 1, 2015).

10.17 

First Amendment to License and Collaboration Agreement, by and between the Registrant and Rigel Pharmaceuticals, Inc.

dated as of October 15, 2019 (incorporated by referenced to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on October 17, 2019).

Amended and Restated Employment Agreement, by and between the Registrant and Neal Walker, dated as of October 5, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on November 18, 2015).

Employment Agreement with Kamil Ali-Jackson, dated as of September 17, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on May 9, 2017).

Employment Agreement with Frank Ruffo, dated as of September 17, 2015.

Exclusive License Agreement, by and between The Trustees of Columbia University in the City of New York and Vixen Pharmaceuticals, Inc., dated as of December 31, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on May 11, 2016).

First Amendment to License Agreement, by and between The Trustees of Columbia University in the City of New York and the Registrant, dated as of June 27, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on August 3, 2018).

Aclaris Therapeutics, Inc.

Inducement Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on August 1, 2017).

Form of Stock Option Grant Notice and Stock Option Agreement used in connection with the Aclaris Therapeutics, Inc.

Inducement Plan (incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on August 1, 2017).

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement used in connection with the Aclaris Therapeutics, Inc.

Inducement Plan (incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on August 1, 2017).

Sublease, dated November 2, 2017, by and between the Registrant and Auxilium Pharmaceuticals, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No.

333-206437), filed with the SEC on August 17, 2015).

Fourth Amended and Restated Non-Employee Director Compensation Policy.

001-37581), filed with the SEC on November 18, 2015).

First Amendment to Sublease, dated as of December 13, 2017, by and between the Registrant and Auxilium Pharmaceuticals, LLC (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K (File No.

Employment Agreement with Kamil Ali-Jackson, dated as of September 17, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on May 9, 2017).

Employment Agreement with Frank Ruffo, dated as of September 17, 2015 (incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K (File No.

001-37581), filed with the SEC on February 25, 2020).

Change in Control Severance Benefit Plan, effective January 1, 2017, as amended by First Amendment to Change in Control Severance Benefit Plan, effective October 2, 2019.

Sublease, dated November 2, 2017, by and between the Registrant and Auxilium Pharmaceuticals, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on November 2, 2017).

001-37581), filed with the SEC on March 18, 2019).

Commercial Supply Manufacturing Services Agreement, by and between the Registrant and James Alexander Corporation, dated as of January 24, 2018 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.

Second Amendment to Sublease, dated as of April 29, 2020, by and between the Registrant and Auxilium Pharmaceuticals, LLC (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No.

001-37581), filed with the SEC on May 7, 2020).

Loan and Security Agreement, by and among the Registrant, Confluence Discovery Technologies, Inc.

and Silicon Valley Bank, dated as of March 30, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-37581), filed with the SEC on March 31, 2020).

Subsidiaries of the Registrant.

3 unchanged sentences

Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.

32.1 *†

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) and 15d-14(b) promulgated under the Securities Exchange Act of 1934 and 18 U.S.C.

Section 1350, as adopted pursuant to section 906 of The Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith.

7 unchanged sentences

The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of the exhibit.

Pursuant to Item 601(b)(10)(iv) of Regulation S-K promulgated by the SEC, certain portions of this exhibit have been redacted because such portions, indicated by asterisks, are both not material and would likely cause competitive harm to the Company if publicly disclosed.

The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit.

Form 10-K Summary.

40 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures