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): September 13, 2016

 

 

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))

 

 

 

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Item 5.02.

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

(d) On September 13, 2016, 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 Richard H. Douglas, Ph.D. as a Class II director, with his initial term expiring at Aldeyra’s 2019 annual meeting of stockholders. In connection with Dr. Douglas’ 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 Dr. Douglas 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, Dr. Douglas was granted a non-statutory stock option to purchase 12,166 shares of Aldeyra’s common stock on September 13, 2016 with an exercise price equal to the closing stock price of Aldeyra’s common stock on The NASDAQ Capital Market on September 13, 2016. This option will vest ratably in annual installments over three years of service following the date of grant. He will also receive an annual fee of $17,500 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 6,083 shares 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 2016 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 25, 2016 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.

Dr. Douglas 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 Dr. Douglas and any other person pursuant to which Dr. Douglas was appointed as a director. The Board has determined that Dr. Douglas 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 September 14, 2016.
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).

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SIGNATURES

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

 

Dated: September 14, 2016

Exhibit 99.1

 

Aldeyra Therapeutics Appoints Richard H. Douglas to Its Board of Directors

LEXINGTON, MA -- (Marketwired) – 9/14/2016 -- Aldeyra Therapeutics, Inc. (NASDAQ: ALDX) (Aldeyra), a biotechnology company focused on the development of products to treat diseases related to aldehydes, today announced the appointment of Richard H. Douglas, Ph.D. to the Board of Directors of the Company.

“We are extremely pleased that Richard will be joining our Board of Directors. As Aldeyra advances to late-stage clinical trials and initiates pre-commercial planning, Dr. Douglas will bring valuable perspective to our Board,” said Dr. Todd Brady, Chief Executive Officer of Aldeyra Therapeutics. “For many years at Genzyme, Dr. Douglas was a preeminent pharmaceutical executive that oversaw corporate growth and strategic development.”

Dr. Douglas is the former Senior Vice President, Corporate Development, Genzyme Corporation. From 1989 to 2011, the year Genzyme was acquired by Sanofi (now Sanofi Genzyme), Dr. Douglas led Genzyme Corporation’s Corporate Development team, and was involved in numerous acquisitions, licenses, financings, joint ventures, and strategic alliances. Prior to his work at Genzyme Corporation, Dr. Douglas served in science and corporate development capacities at Integrated Genetics.

Dr. Douglas holds a B.S. in chemistry from the University of Michigan, a Ph.D. in biochemistry from the University of California, Berkeley and was a postdoctoral fellow in Leroy Hood’s laboratory at the California Institute of Technology. Dr. Douglas currently serves on the University of Michigan Technology Transfer National Advisory Board and as a member of the Board of Directors of Novavax, Inc.

About Aldeyra Therapeutics

Aldeyra Therapeutics, Inc. is a biotechnology company devoted to improving lives by inventing, developing and commercializing products that treat diseases thought to be related to endogenous aldehydes, a naturally occurring class of pro-inflammatory and toxic molecules. Aldeyra’s lead product candidate, NS2, is an aldehyde trap in development for ocular inflammation, as well as for Sjögren-Larsson Syndrome and Succinic Semi-Aldehyde Dehydrogenase Deficiency, two inborn errors of aldehyde metabolism. NS2 has not been approved for sale in the U.S. or elsewhere.

Corporate Contact:

Stephen Tulipano

Aldeyra Therapeutics, Inc.

Tel: +1 781-761-4904 Ext. 205

stulipano@aldeyra.com

Investor Contact:

Chris Brinzey

Westwicke Partners

Tel: 339-970-2843

Chris.brinzey@westwicke.com

Media Contact:

Cammy Duong

MacDougall Biomedical Communications

781-591-3443

cduong@macbiocom.com