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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 28, 2022 (April 25, 2022)

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.

On April 25, 2022, Joshua Reed notified Aldeyra Therapeutics, Inc. (the “Company”) of his intent to resign as the Company’s Chief Financial Officer and Treasurer. Mr. Reed has agreed to provide transitional assistance through May 10, 2022, the effective date of his resignation (the “Resignation Date”). Mr. Reed’s resignation did not involve any disputes or conflicts with management or the Company’s board of directors.

Effective as of the Resignation Date, the Company plans to appoint Bruce Greenberg to serve as its Vice President of Finance, Interim Chief Financial Officer, and Treasurer. In such role, Mr. Greenberg would also serve as the Company’s principal financial and accounting officer. There will be no change to Mr. Greenberg’s compensatory arrangements in connection with this appointment.

A copy of the press release announcing Mr. Reed’s resignation and the appointment of Mr. Greenberg is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Greenberg, age 54, joined the Company as Vice President and Controller in December 2019. Prior to joining the Company, from May 2017 to December 2019, Mr. Greenberg served as the Corporate Controller at Karyopharm Therapeutics Inc., which develops and commercializes drugs for use in oncological treatments. Prior to his time at Karyopharm, Mr. Greenberg held finance roles of increasing responsibility at KVH Industries, Inc., Berklee College of Music, Harvard Bioscience, Inc. and MKS Instruments, Inc. Mr. Greenberg began his career as a member of the audit practice of Ernst & Young LLP, where he focused on life science and technology clients. Mr. Greenberg, a certified public accountant, received his B.A. in Economics from Clark University and his M.B.A. in Accounting from Northeastern University’s D’Amore-McKim School of Business.

There are no arrangements or understandings between Mr. Greenberg and any other person pursuant to which Mr. Greenberg was selected as an officer of the Company. Mr. Greenberg does not have any family relationship with any director or executive officer of the Company and does not have any direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Mr. Greenberg and the Company will also enter into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as an officer of the Company. The indemnification agreement will be in the form entered into with the Company’s other executive officers. This form of indemnification agreement is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release of Aldeyra Therapeutics, Inc. dated April 28, 2022.
99.2		Form of Indemnity Agreement for Directors and Officers (filed as Exhibit 10.1 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-193204), as filed on March 17, 2014, and incorporated herein by reference)

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.

	ALDEYRA THERAPEUTICS, INC.

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

Dated: April 28, 2022

Exhibit 99.1

Aldeyra Therapeutics Announces Chief Financial Officer Transition

LEXINGTON, Mass.--(BUSINESS WIRE)--April 28, 2022--Aldeyra Therapeutics, Inc. (Nasdaq: ALDX) (Aldeyra) today announced that Chief Financial Officer (CFO) and Treasurer Joshua Reed tendered his resignation to pursue other career opportunities. Mr. Reed will continue to serve as CFO and Treasurer until May 10, 2022 (the Resignation Date) to assist with the transition of his responsibilities and to participate in Aldeyra’s upcoming earnings conference call to discuss its financial results for the quarter ended March 31, 2022. Effective as of the Resignation Date, Aldeyra plans to appoint its current Vice President and Controller, Bruce Greenberg, CPA to serve as its Vice President of Finance, Interim CFO, and Treasurer.

“During his tenure, Joshua has played an integral role in executing on our strategic financial and business objectives,” stated Todd C. Brady, M.D., Ph.D., President and Chief Executive Officer of Aldeyra. “He has overseen the completion of a number of capital markets transactions, expanded our banking relationships, and served as a strong business partner. I thank Joshua for his many contributions and wish him well in the next chapter of his career.

“I also want to congratulate Bruce on his appointment as Interim CFO. Since joining Aldeyra at the end of 2019, Bruce has contributed significant expertise in the areas of financial analysis, budgeting, and forecasting,” Dr. Brady stated. “His extensive knowledge of Aldeyra, together with his significant industry and financial experience, are well suited to help us execute our strategic priorities.”

Mr. Reed stated, “I have enjoyed the opportunity to work with Todd, the Board of Directors, and our entire team. I am extremely proud of the clinical development and capital milestones we have achieved over the past three and a half years, and I look forward to monitoring Aldeyra’s progress as the Company continues to advance its ophthalmology and systemic disease programs toward commercialization.”

Mr. Greenberg, who joined Aldeyra as Vice President, Controller in 2019, has more than 25 years of accounting and financial operations experience. Prior to Aldeyra, from May 2017 to December 2019, he served as the Corporate Controller for Karyopharm Therapeutics Inc. (Nasdaq: KPTI), which develops and commercializes drugs for use in oncological treatments. Previously, he held positions of increasing responsibility at KVH Industries, Inc. (Nasdaq: KVHI), Berklee College of Music, Harvard Bioscience, Inc. (Nasdaq: HBIO), and MKS Instruments, Inc. (Nasdaq: MKSI). He began his career as a member of the audit practice of Ernst & Young LLP, where he focused on life science and technology clients. Mr. Greenberg, a certified public accountant, received his B.A. in Economics from Clark University and his M.B.A. in Accounting from Northeastern University’s D’Amore-McKim School of Business.

About Aldeyra

Aldeyra discovers and develops innovative therapies designed to treat immune-mediated diseases. Our approach is to develop therapies that modulate immunological systems, instead of directly inhibiting or activating single protein targets, with the goal of optimizing multiple pathways at once while minimizing toxicity. Two of our lead product candidates, reproxalap and ADX-629, target pre-cytokine, systems-based mediators of inflammation known as RASP (reactive aldehyde species). Reproxalap is in Phase 3 clinical trials in patients with dry eye disease and allergic conjunctivitis. ADX-629, an orally administered RASP modulator, is in Phase 2 clinical testing. Our pipeline also includes ADX-2191 (intravitreal methotrexate 0.8%), in development for the prevention of proliferative vitreoretinopathy and the treatment of retinitis pigmentosa and primary vitreoretinal lymphoma. For more information, visit https://www.aldeyra.com/ and follow us on LinkedIn, Facebook, and Twitter.

Contacts

Investor & Media Contact:
Scott Solomon
Sharon Merrill Associates, Inc.
Tel: 617-542-5300
ALDX@investorrelations.com