S-8

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

 

Exhibit
Number
  

Description of Exhibit

5.1*    Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
23.1*    Consent of BDO USA, P.C., independent registered public accounting firm.
23.2*    Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1).
24.1*    Power of Attorney (included in the signature page to the registration statement).
107*    Filing Fee Table.

 

*

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


POWER OF ATTORNEY

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
EX-5.1

Exhibit 5.1

 

LOGO

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

 

LOGO

 

LOGO

EX-23.1

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

EX-FILING FEES
S-8 S-8 EX-FILING FEES 0001341235 Aldeyra Therapeutics, Inc. N/A Fees to be Paid 0001341235 2026-02-26 2026-02-26 0001341235 1 2026-02-26 2026-02-26 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Aldeyra Therapeutics, Inc.

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 Equity Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2016 Employee Stock Purchase Plan Other 601,628 $ 4.233 $ 2,546,691.33 0.0001381 $ 351.70

Total Offering Amounts:

$ 2,546,691.33

$ 351.70

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 351.70

Offering Note

1

Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant's common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration that increases the number of the outstanding shares of the Registrant's common stock. Represents additional shares of common stock reserved for issuance under the Registrant's 2016 Employee Stock Purchase Plan (the "2016 ESPP") resulting from the annual automatic increase in the number of authorized shares reserved for issuance under the 2016 ESPP. The increase was effective as of January 2, 2026. Estimated under Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the common stock as quoted by The Nasdaq Stock Market on February 23, 2026, which date is within five business days prior to the filing of the Registration Statement, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2016 ESPP.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
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