UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
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ACLARIS THERAPEUTICS, INC.
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(Name of Issuer)
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COMMON STOCK, $0.00001 PAR VALUE
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(Title of Class of Securities)
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00461U105
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(CUSIP Number)
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NOVEMBER 18, 2024
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Biosion, Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(see instructions)
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(a) ☐
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(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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The People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
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11,281,985 shares (1)
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6.
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SHARED VOTING POWER
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0 shares
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7.
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SOLE DISPOSITIVE POWER
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11,281,985 shares (1)
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8.
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SHARED DISPOSITIVE POWER
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0 shares
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,281,985 shares (1)
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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(see instructions) ☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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9.5% (2)
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12.
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TYPE OF REPORTING PERSON (see instructions)
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CO
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(1) |
The number represents 11,281,985 shares of Common Stock issuable to the Reporting Person upon exercise of the Issuer warrant held by it.
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(2) |
Based on 118,268,482 shares of Common Stock of the Issuer, including (i) 106,986,497 shares of Common Stock outstanding following the closing of the Issuer’s private placement offerings, as disclosed in the Issuer’s
current report on Form 8-K filed with the SEC on November 18, 2024, and (ii) 11,281,985 shares of Common Stock issuable to the Reporting Person upon exercise of the Issuer warrant held by it.
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Item 1.
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(a) |
Name of Issuer
Aclaris Therapeutics, Inc.
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(b) |
Address of Issuer’s Principal Executive Offices
701 Lee Road, Suite 103
Wayne, Pennsylvania 19087
United States of America
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Item 2.
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(a) |
Name of Person Filing
Biosion, Inc.
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(b) |
Address of the Principal Office or, if none, residence
5th Floor, Building D
3-1 Zhongdan Unit, South Longshan Rd
Jiangbei New District
Nanjing, Jiangsu, China
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(c) |
Citizenship
The People’s Republic of China
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(d) |
Title of Class of Securities
Common Stock, par value
$0.00001 per share
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(e) |
CUSIP Number
00461U105
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a) |
Amount beneficially owned: 11,281,985
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(b) |
Percent of class: 9.5%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote: 11,281,985
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(ii) |
Shared power to vote or to direct the vote: 0
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(iii) |
Sole power to dispose or to direct the disposition of: 11,281,985
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(iv) |
Shared power to dispose or to direct the disposition of: 0
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following: ☐
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date
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Biosion, Inc.
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By: /s/ MINGJIU CHEN
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Name: MINGJIU CHEN
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Title: CEO
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