As filed with the Securities and Exchange Commission on March 12, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
ALDEYRA THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-1968197
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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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, a non-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 Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per
Share
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration Fee
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Stock Options and Common Stock, $0.001 par value per share,
in each case, reserved for issuance pursuant to the 2013 Equity Incentive Plan
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1,744,998 shares
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$3.00(2)
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$5,234,994.00(2)
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$679.50
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Common Stock, $0.001 par value per share, reserved for
issuance pursuant to the 2016 Employee Stock Purchase Plan
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290,833 shares
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$2.55(3)
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$741,624.15(3)
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$96.26
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TOTAL
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2,035,831 shares
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$5,976,618.15
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$775.76
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(1)
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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.
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(2)
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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.
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(3)
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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%.
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