On September 27, 2018, Aldeyra Therapeutics, Inc. (“Aldeyra”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as representative of the several underwriters set forth therein (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 5,250,000 shares (the “Shares”) of Aldeyra’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price to the public of $13.75 per share. Under the terms of the Underwriting Agreement, Aldeyra granted the Underwriters a30-day option to purchase up to an additional 787,500 shares of Common Stock on the same terms and conditions.
The Shares will be issued pursuant to Aldeyra’s currently effective shelf registration statement on FormS-3 and an accompanying prospectus (Registration StatementNo. 333-226266) filed with the Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on July 27, 2018 (the “Registration Statement”), and a preliminary and final prospectus supplement filed with the Commission in connection with the Offering. The closing of the offering is expected to take place on or about October 2, 2018, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties and agreements by Aldeyra, customary conditions to closing, indemnification obligations of Aldeyra and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP relating to the validity of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto.
On September 26, 2018, Aldeyra issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form8-K and is incorporated herein by reference.
On September 27, 2018, Aldeyra issued a press release announcing that Aldeyra priced the Offering. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form8-K and is incorporated herein by reference.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
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Exhibit No. | | Description |
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| 1.1 | | Underwriting Agreement between Aldeyra Therapeutics, Inc. and Citigroup Global Markets Inc., as representative of the several underwriters, dated September 27, 2018 |
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| 5.1 | | Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
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| 23.1 | | Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1) |
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| 99.1 | | Press Release of Aldeyra Therapeutics, Inc., dated September 26, 2018 |
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| 99.2 | | Press Release of Aldeyra Therapeutics, Inc., dated September 27, 2018 |
