As filed with the Securities and Exchange Commission on February 27, 2026
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)
| 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 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
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
(Name and address of agent for service)
(781) 761-4904
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
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.
| 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. ☐
PART I
EXPLANATORY NOTE
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
This Registration Statement on Form S-8 registers additional shares of Common Stock to be issued pursuant to the Purchase Plan. The information contained in the Registrant’s registration statements on Form S-8 (SEC File Nos. 333-230161, 333-224019, 333-217043, 333-213045, 333-237129, 333-254144, 333-263660, 333-270401, 333-277752 and 333-285460), together with all exhibits filed therewith or incorporated therein by reference, are hereby incorporated by reference pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
| * | Filed herewith. |
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 Form S-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 27th day of February, 2026.
| ALDEYRA THERAPEUTICS, INC. |
| /s/ Todd C. Brady, M.D., Ph.D. |
| Todd C. Brady, M.D., Ph.D. |
| President and Chief Executive Officer |
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 Michael Alfieri, and each of them, the lawful attorneys-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, both pre-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) |
February 27, 2026 | ||||
| /s/ Michael Alfieri Michael Alfieri |
Head of Finance (Principal Financial and Accounting Officer) |
February 27, 2026 | ||||
| /s/ Richard H. Douglas, Ph.D. Richard H. Douglas, Ph.D. |
Chairman of the Board of Directors | February 27, 2026 | ||||
| /s/ Ben Bronstein, M.D. Ben Bronstein, M.D. |
Director | February 27, 2026 | ||||
| /s/ William D. Clark William D. Clark |
Director | February 27, 2026 | ||||
| /s/ Martin J. Joyce Martin J. Joyce |
Director | February 27, 2026 | ||||
| /s/ Nancy Miller-Rich Nancy Miller-Rich |
Director | February 27, 2026 | ||||
| /s/ Gary Phillips, M.D. Gary Phillips, M.D. |
Director | February 27, 2026 | ||||
| /s/ Neal Walker, D.O. Neal Walker, D.O. |
Director | February 27, 2026 | ||||
Exhibit 5.1
February 27, 2026
Aldeyra Therapeutics, Inc.
131 Hartwell Avenue, Suite 320
Lexington, MA 02421
Re: Aldeyra Therapeutics, Inc. Registration Statement on Form S-8 for 601,628 Shares of Common Stock
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by Aldeyra Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of 601,628 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock” and such shares the “Shares”) issuable in the aggregate under the Company’s 2016 Employee Stock Purchase Plan (the “ESPP”).
As your counsel, we have examined such matters of fact and questions of law as we have deemed necessary in order to render the opinion set forth herein. In connection with our opinion expressed below, we have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible. We express no opinion as to matters governed by any laws other than the laws of the Delaware General Corporation Law and the federal laws of the United States.
Based upon and subject to the foregoing, we advise you that, in our opinion, when the Shares have been issued and sold pursuant to the applicable provisions of the ESPP, and in accordance with the Registration Statement, such Shares will be validly issued, fully paid and non-assessable shares of the Company’s Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
| /s/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
| Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement of our report dated February 27, 2026, relating to the consolidated financial statements of Aldeyra Therapeutics, Inc. (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
/s/ BDO USA, P.C.
Boston, Massachusetts
February 27, 2026
| Calculation of Filing Fee Tables | |||
| | |||
| | |||
| Table 1: Newly Registered Securities |
|---|
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |
|---|---|---|---|---|---|---|---|---|
| 1 | |
|
|
|
$ |
$ |
|
$ |
| Total Offering Amounts: |
$ |
$ | ||||||
| Total Fee Offsets: |
$ | |||||||
| Net Fee Due: |
$ | |||||||
| Offering Note |
| 1 |
| ||||||
| | |||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |
| Fee Offset Sources | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |