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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 17, 2025

 

 

 

ALDEYRA THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-36332   20-1968197
(State or other jurisdiction
of incorporation)
  (Commission File No.)   (IRS Employer
Identification No.)

 

131 Hartwell Avenue, Suite 320

Lexington, MA 02421

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (781) 761-4904

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   ALDX   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act.

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) On April 17, 2025, based upon the recommendation of the Nominating/Corporate Governance Committee of the Board of Directors (the “Board”) of Aldeyra Therapeutics, Inc. (“Aldeyra”), the Board elected William (Chip) Clark as a Class I director, with his initial term expiring at Aldeyra’s 2027 annual meeting of stockholders. In connection with Mr. Clark’s election, and pursuant to the Company’s bylaws, the Board has increased the number of directors to eight. A copy of the press release announcing the election of Mr. Clark is attached as Exhibit 99.1 and incorporated herein by reference.

 

Pursuant to Aldeyra’s non-employee director compensation program, as a non-employee joining the Board, Mr. Clark was granted a non-statutory stock option to purchase 76,760 shares of Aldeyra’s common stock on April 17, 2025 with an exercise price equal to the closing stock price of Aldeyra’s common stock on The Nasdaq Capital Market on April 17, 2025. This option will vest ratably in annual installments over three years of service following the date of grant. Mr. Clark will also receive an annual fee of $40,000 for service as a director. In addition, he will be eligible to receive, upon the conclusion of each annual meeting of stockholders, a non-statutory stock option to purchase approximately $130,000 of Aldeyra’s common stock on that date with an exercise price equal to the fair market value of Aldeyra’s common stock on the grant date. Such annual grant will vest in full on the one-year anniversary of the grant date. Aldeyra’s non-employee director compensation program is described in further detail in Aldeyra’s Proxy Statement for its 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 22, 2024 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.

 

Mr. Clark and Aldeyra will also enter into an indemnification agreement requiring Aldeyra to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in the form entered into with Aldeyra’s other directors and executive officers. This form is attached hereto as Exhibit 99.2.

 

There is no arrangement or understanding between Mr. Clark and any other person pursuant to which Mr. Clark was appointed as a director. The Board has determined that Mr. Clark is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
99.1   Aldeyra Therapeutics, Inc. Press Release dated April 17, 2025
99.2   Form of Indemnification Agreement between Aldeyra Therapeutics, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Aldeyra Therapeutics, Inc.’s Registration Statement on Form S-1 (SEC File No. 333-193204) filed with the SEC on March 17, 2014).
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated April 17, 2025

 

ALDEYRA THERAPEUTICS, INC.  
     
By: /s/ Todd C. Brady  
  Name: Todd C. Brady M.D., Ph.D.  
  Title: Chief Executive Officer  

 

 

 

Exhibit 99.1

 

   

 

Aldeyra Therapeutics Appoints Chip Clark to Board of Directors

 

Lexington, Mass., April 17, 2025 Aldeyra Therapeutics, Inc. (Nasdaq: ALDX) (Aldeyra), a biotechnology company devoted to discovering and developing innovative therapies designed to treat immune-mediated and metabolic diseases, today announced the appointment of Chip Clark to the company’s board of directors.

 

“Chip possesses a wealth of experience leading innovative biotechnology companies,” stated Richard H. Douglas, Ph.D., Chairman of the Board at Aldeyra Therapeutics. “We look forward to leveraging his expertise as Aldeyra continues to advance a pipeline focused on addressing significant unmet medical needs in immune-mediated and metabolic diseases.”

 

Mr. Clark has more than three decades of leadership experience in the biopharmaceutical industry. He currently serves as Co-founder and Chief Executive Officer of Vibrant Biomedicines, a venture-backed company developing vaccines that target bacterial pathogens. Before co-founding Vibrant Biomedicines, Mr. Clark served as Chief Executive Officer of Genocea Biosciences, Inc. Prior to Genocea, he held the role of Chief Business Officer at Vanda Pharmaceuticals Inc., a publicly traded biotechnology company he co-founded in 2004. Prior to his tenure at Vanda, Mr. Clark was a Principal at Care Capital, LLC, a venture capital firm focused on investments in biopharmaceutical companies. Mr. Clark began his career at SmithKline Beecham Corporation, now part of GlaxoSmithKline plc, where he spent 10 years in a range of management positions. Mr. Clark holds a Master of Business Administration from The Wharton School of the University of Pennsylvania and a Bachelor of Arts from Harvard University.

 

“Across a variety of mass-market and orphan diseases, Aldeyra’s diversified pipeline represents novel approaches for the treatment of unmet medical need,” Mr. Clark stated. “I am excited to join Aldeyra’s Board of Directors as the company continues to progress towards providing patients and healthcare providers new therapeutic options.”

 

About Aldeyra

 

Aldeyra Therapeutics is a biotechnology company devoted to discovering innovative therapies designed to treat immune-mediated and metabolic diseases. Our approach is to develop pharmaceuticals that modulate protein systems, instead of directly inhibiting or activating single protein targets, with the goal of optimizing multiple pathways at once while minimizing toxicity. Our product candidates include RASP (reactive aldehyde species) modulators ADX-629, ADX-248, ADX-743, ADX-631, ADX-246, and chemically related molecules for the potential treatment of systemic and retinal immune-mediated and metabolic diseases. Our late-stage product candidates are reproxalap, a RASP modulator for the potential treatment of dry eye disease and allergic conjunctivitis, and ADX-2191, a novel formulation of intravitreal methotrexate for the potential treatment of retinitis pigmentosa.

 

 

 

 

Safe Harbor Statement

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Aldeyra’s future expectations, plans, and prospects, including without limitation statements regarding: the goals, opportunity, and potential for reproxalap and our other product candidates. Aldeyra intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as, but not limited to, “may,” “might,” “will,” “objective,” “intend,” “should,” "could," “can,” “would,” “expect,” “believe,” “anticipate,” “project,” “on track,” “scheduled,” “target,” “design,” “estimate,” “predict,” “contemplates,” “likely,” “potential,” “continue,” “ongoing,” “aim,” “plan,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Such forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions, and uncertainties. Aldeyra is at an early stage of development and may not ever have any products that generate significant revenue. All of Aldeyra's development timelines may be subject to adjustment depending on recruitment rate, regulatory review, preclinical and clinical results, funding, and other factors that could delay the initiation, enrollment, or completion of clinical trials. Important factors that could cause actual results to differ materially from those reflected in Aldeyra's forward-looking statements include, among others, the timing of enrollment, commencement and completion of Aldeyra's clinical trials, the timing and success of preclinical studies and clinical trials conducted by Aldeyra and its development partners; delay in or failure to obtain regulatory approval of Aldeyra's product candidates, including as a result of the FDA not accepting Aldeyra’s regulatory filings, issuing a complete response letter, or requiring additional clinical trials or data prior to review or approval of such filings or in connection with resubmissions of such filings; the ability to maintain regulatory approval of Aldeyra's product candidates, and the labeling for any approved products; the risk that prior results, such as signals of safety, activity, or durability of effect, observed from preclinical or clinical trials, will not be replicated or will not continue in ongoing or future studies or clinical trials involving Aldeyra's product candidates in clinical trials focused on the same or different indications; the scope, progress, expansion, and costs of developing and commercializing Aldeyra's product candidates; uncertainty as to Aldeyra’s ability to commercialize (alone or with others) and obtain reimbursement for Aldeyra's product candidates following regulatory approval, if any; the size and growth of the potential markets and pricing for Aldeyra's product candidates and the ability to serve those markets; Aldeyra's expectations regarding Aldeyra's expenses and future revenue, the timing of future revenue, the sufficiency or use of Aldeyra's cash resources and needs for additional financing; the rate and degree of market acceptance of any of Aldeyra's product candidates; Aldeyra's expectations regarding competition; Aldeyra's anticipated growth strategies; Aldeyra's ability to attract or retain key personnel; Aldeyra’s commercialization, marketing and manufacturing capabilities and strategy; Aldeyra's ability to establish and maintain development partnerships; Aldeyra’s ability to successfully integrate acquisitions into its business; Aldeyra's expectations regarding federal, state, and foreign regulatory requirements; political, economic, legal, social, and health risks, public health measures, and war or other military actions, that may affect Aldeyra’s business or the global economy; regulatory developments in the United States and foreign countries; Aldeyra's ability to obtain and maintain intellectual property protection for its product candidates; the anticipated trends and challenges in Aldeyra's business and the market in which it operates; and other factors that are described in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections of Aldeyra's Annual Report on Form 10-K for the year ended December 31, 2024, which is on file with the Securities and Exchange Commission (SEC) and available on the SEC's website at https://www.sec.gov/. Additional factors may be described in those sections of Aldeyra’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, expected to be filed with the SEC in the second quarter of 2025, and Aldeyra’s other filings with the SEC.

 

In addition to the risks described above and in Aldeyra's other filings with the SEC, other unknown or unpredictable factors also could affect Aldeyra's results. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Aldeyra undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

 

Investor & Media Contact:
Laura Nichols 
Tel: (781) 257-3060
[email protected]