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): June 19, 2014

 

 

ALDEYRA THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-36332		20-1968197
(Commission File No.)		(IRS Employer Identification No.)

15 New England Executive Park

Burlington, MA 01803

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (781) 270-0630

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))

 

 

 

---

Item 5.02.

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

Aldeyra Therapeutics, Inc. (the “Company” or “Aldeyra”) hired Stephen Tulipano and appointed him as its Chief Financial Officer and as its principal financial and accounting officer as of June 23, 2014. In reliance on the instruction to paragraph (c) of Item 5.02 of Form 8-K, the Company is filing this Form 8-K on the same day that the Company is making the public announcement of the appointment of Mr. Tulipano by means other than this Form 8-K.

From 2006 to 2010, Mr. Tulipano served as Chief Financial Officer of Javelin Pharmaceuticals, Inc. (“Javelin”). Prior to that, from 1998 to 2006, Mr. Tulipano was at Biogen Idec, Inc. where he served as Director of Corporate Accounting. Since leaving Javelin, and prior to joining Aldeyra, Mr. Tulipano provided accounting and management advisory services with Corporate Finance Group, Inc. (2013 to present) and Three Tulips, Inc. (2011 to present).

In connection with his hiring, the Company and Mr. Tulipano entered into an offer letter, the Company’s standard form of invention assignment agreement and will enter into the Company’s standard form indemnification agreement. Mr. Tulipano’s offer letter provides for an initial base salary of $260,000 per year, annual bonus eligibility with an annual target payout of 30% of base salary, a stock option grant of 67,642 shares of the Company’s common stock pursuant to the terms and conditions of the Company’s 2013 Equity Plan which will vest over four years of employment with the Company, and other employee benefit plans and programs.

A copy of the press release announcing Mr. Tulipano’s appointment is attached hereto as Exhibit 99.1.

---

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release

---

SIGNATURES

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

 

Dated: June 19, 2014

---

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release

Exhibit 99.1

 

ALDEYRA THERAPEUTICS APPOINTS STEPHEN TULIPANO CHIEF FINANCIAL OFFICER

Burlington, MA, June 19, 2014 – Aldeyra Therapeutics, Inc. (NASDAQ: ALDX) (Aldeyra), a biotechnology company focused on the development of products to treat diseases related to free aldehydes, today announced that Stephen Tulipano has joined Aldeyra as its Chief Financial Officer, effective June 23, 2014. Mr. Tulipano will report directly to Todd C. Brady, M.D., Ph.D., President and CEO of Aldeyra.

“We are excited to have Steve join Aldeyra, as he brings to the Company a strong financial background and significant experience in the pharmaceutical industry,” said Dr. Brady. “Given his proven track record of managing a company’s finances during clinical trials, Steve will be a tremendous asset as we advance the clinical development of our lead product candidate, NS2, for the treatment of Sjogren-Larsson Syndrome and acute anterior uveitis. We look forward to working with Steve as we continue to pursue a safe and effective treatment option for diseases related to free aldehydes.”

Mr. Tulipano has nearly 27 years of accounting and financial experience, of which 12 years were focused on the pharmaceutical industry. Most recently, he held positions at Three Tulips Inc., an accounting and management advisory services firm, where he provided full-time accounting services and financial management counsel. Prior to that, he served as Chief Financial Officer of Javelin Pharmaceuticals where he helped lead the company through its acquisition by Hospira in 2010. Previously, he held the role of Director of Corporate Accounting at Biogen Idec, one of the oldest biopharmaceutical companies in the U.S. He has also held several accounting roles both within companies and accounting firms.

Mr. Tulipano commented, “Joining the Aldeyra team is a great opportunity to be part of an accomplished management team that is pursuing a novel drug platform to treat both orphan and mass-market diseases. I believe my previous experience in financial accounting within the pharmaceutical industry positions me well in this role and I look forward to contributing to the Company’s growth and long-term success.”

Mr. Tulipano holds a B.S. in Business Administration and Accounting from Salem State College and an M.B.A. in Finance from the Sawyer School of Management at Suffolk University. He is also a Certified Public Account.

###

About Aldeyra Therapeutics

Aldeyra Therapeutics, Inc., is a biotechnology company focused primarily on the development of products to treat diseases thought to be related to endogenous free aldehydes, a naturally occurring class of toxic molecules. The company has developed NS2, a product candidate designed to trap free aldehydes. Aldeyra plans to begin clinical testing of NS2 in 2014 for the treatment of Sjögren-Larsson Syndrome and acute anterior uveitis. NS2 has not been approved for sale in the U.S. or elsewhere. www.aldeyra.com

Safe Harbor Statement

This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Aldeyra’s plans for its product candidates. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “anticipate,” “project,” “target,” “design,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Such forward- looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions and uncertainties. Aldeyra is at an early stage of development and may not ever have any products that generate significant revenue. Important factors that could cause actual results to differ materially from those reflected in Aldeyra’s forward-looking statements include, among others, the timing and success of preclinical studies

---

and clinical trials conducted by Aldeyra and its development partners; the ability to obtain and maintain regulatory approval of Aldeyra’s product candidates, and the labeling for any approved products; the scope, progress, expansion, and costs of developing and commercializing Aldeyra’s product candidates; the size and growth of the potential markets for Aldeyra’s product candidates and the ability to serve those markets; Aldeyra’s expectations regarding Aldeyra’s expenses and revenue, the sufficiency of Aldeyra’s cash resources and needs for additional financing; Aldeyra’s ability to attract or retain key personnel; and other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Aldeyra’s final prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission (SEC) in connection with Aldeyra’s initial public offering and Aldeyra’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the SEC on June 11, 2014. In addition to the risks described above and in Aldeyra’s other filings with the SEC, other unknown or unpredictable factors also could affect Aldeyra’s results. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information in this release is provided only as of the date of this release, and Aldeyra undertakes no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

Investor Contact:

David Burke/Lee Roth

The Ruth Group

Tel: +1 646-536-7009/7012

dburke@theruthgroup.com/lroth@theruthgroup.com