As filed with the Securities and Exchange Commission on March 12, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALDEYRA THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 20-1968197 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
131 Hartwell Avenue, Suite 320
Lexington, MA 02421
(781)761-4904
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2013 Equity Incentive Plan
2016 Employee Stock Purchase Plan
(Full title of plan)
Todd C. Brady, M.D., Ph.D., President and Chief Executive Officer
131 Hartwell Avenue, Suite 320
Lexington, MA 02421
(781)761-4904
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Jay K. Hachigian
Keith J. Scherer
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
One Marina Park Drive, Suite 900
Boston, MA 02210
Telephone: (617)648-9100
Telecopy: (617)648-9199
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Stock Options and Common Stock, $0.001 par value per share, in each case, reserved for issuance pursuant to the 2013 Equity Incentive Plan | 1,744,998 shares | $3.00(2) | $5,234,994.00(2) | $679.50 | ||||
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2016 Employee Stock Purchase Plan | 290,833 shares | $2.55(3) | $741,624.15(3) | $96.26 | ||||
TOTAL | 2,035,831 shares | $5,976,618.15 | $775.76 | |||||
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(1) | This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock of Aldeyra Therapeutics, Inc. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended (the “Securities Act”). The offering price per share and aggregate offering price for the unissued stock options and shares of Common Stock issuable under the Company’s 2013 Equity Incentive Plan (the “Equity Incentive Plan”) are based upon the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Capital Market on March 10, 2020. |
(3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act. The offering price per share and aggregate offering price for the shares of Common Stock issuable under the Company’s 2016 Employee Stock Purchase Plan (the “Purchase Plan”) are based upon the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Capital Market on March 10, 2020, multiplied by 85%. |
PART I
EXPLANATORY NOTE
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on FormS-8 registers additional shares of Common Stock to be issued pursuant to the Equity Incentive Plan and the Purchase Plan. The information contained in the Registrant’s registration statements on FormS-8 (SEC File Nos.333-230161,333-224019,333-217043,333-213045,333-210492,333-203076 and333-196674), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to FormS-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lexington, Commonwealth of Massachusetts, on this 12th day of March, 2020.
ALDEYRA THERAPEUTICS, INC. |
/s/ Todd C. Brady, M.D., Ph.D. |
Todd C. Brady, M.D., Ph.D. |
President and Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Aldeyra Therapeutics, Inc., a Delaware corporation, do hereby constitute and appoint Todd C. Brady, M.D., Ph.D. and Joshua Reed, and each of them, the lawfulattorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, bothpre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Todd C. Brady, M.D., Ph.D. Todd C. Brady, M.D., Ph.D. | President, Chief Executive Officer and Director (Principal Executive Officer) | March 12, 2020 | ||
/s/ Joshua Reed Joshua Reed | Chief Financial Officer (Principal Financial (and Accounting Officer) | March 12, 2020 | ||
/s/ Richard H. Douglas, Ph.D. Richard H. Douglas, Ph.D. | Chairman of the Board of Directors | March 12, 2020 | ||
/s/ Ben Bronstein, M.D. Ben Bronstein, M.D. | Director | March 12, 2020 | ||
/s/ Martin J. Joyce Martin J. Joyce | Director | March 12, 2020 | ||
/s/ Nancy Miller Rich Nancy Miller Rich | Director | March 12, 2020 | ||
/s/ Gary Phillips, M.D. Gary Phillips, M.D. | Director | March 12, 2020 | ||
/s/ Jesse Treu, Ph.D. Jesse Treu, Ph.D. | Director | March 12, 2020 | ||
/s/ Neal Walker, D.O. Neal Walker, D.O. | Director | March 12, 2020 |
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