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 8, 2022 (June 7, 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 5.07.
Submission of Matters to a Vote of Security Holders.
 
At the 2022 annual meeting of stockholders (the “Annual Meeting”) of Aldeyra Therapeutics, Inc. (the “Company”) held on June 7, 2022, the following proposals were submitted to the stockholders of the Company:
 
Proposal 1:
The election of three directors to serve as Class II directors until the Company’s 2025 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal.
 
Proposal 2:
The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
 
Proposal 3:
The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.
 
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 25, 2022 (the “Proxy Statement”). Of the 58,301,491 shares of the Company’s common stock entitled to vote at the Annual Meeting, 37,611,008 shares, or approximately 64.5%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
 
Proposal 1:
Election of Directors.
 
The Company’s stockholders elected the following directors to serve as Class II directors until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The votes regarding the election of the directors were as follows:
 
Director
 
Votes For
 
Votes Withheld
 
Broker Non-Votes
Richard H. Douglas, Ph.D.
 
11,068,901
 
15,420,242
 
11,121,865
Gary M. Phillips, M.D.
 
25,892,681
 
596,462
 
11,121,865
Neal S. Walker, D.O.
  
26,032,048
  
457,095
  
11,121,865
 
Proposal 2:
Ratification of Appointment of BDO USA, LLP.
 
The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:
 
Votes
For
 
Votes Against
 
Votes Abstaining
37,529,239
 
52,835
 
28,934
 
Proposal 3:
Advisory Vote on Executive Compensation.
 
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The votes regarding this proposal were as follows:
 
Votes
For
 
Votes Against
 
Votes Abstaining
 
Broker Non-Votes
23,243,909
 
3,179,900
 
65,334
 
11,121,865
 
 
Item 7.01.
Regulation FD Disclosure.

As reported under Item 8.01 of this Current Report on Form 8-K, on June 8, 2022, the Company issued a press release (the “Press Release”) announcing the achievement of both primary endpoints of the Phase 3 TRANQUILITY-2 clinical trial of 0.25% reproxalap ophthalmic solution (reproxalap) and the Company’s plans to submit a new drug application (“NDA”) with the U.S. Food and Drug Administration (“FDA”). The Company is holding a conference call regarding the Phase 3 clinical trial results on June 8, 2022. A copy of the supplemental presentation which will be referenced during the conference call is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

This information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 8.01.
Other Events.
 
On June 8, 2022, the Company announced in the Press Release the achievement of both primary endpoints of the Phase 3 TRANQUILITY-2 clinical trial of 0.25% reproxalap ophthalmic solution (reproxalap) and the Company’s plans to submit a NDA with the FDA. The Press Release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
No.
  
Description
     
  
     
  
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Dated: June 8, 2022