Form 8-K

8-K — Aldeyra Therapeutics, Inc.

Accession: 0001193125-26-264514

Filed: 2026-06-10

Period: 2026-06-09

CIK: 0001341235

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — aldx-20260609.htm (Primary)

EX-99.1 (aldx-ex99_1.htm)

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8-K

8-K (Primary)

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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): June 9, 2026

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.

(d) On June 9, 2026, following Aldeyra Therapeutics, Inc.’s (the “Company”) 2026 annual meeting of stockholders (the “2026 Annual Meeting”), and based upon the recommendation of the Nominating/Corporate Governance Committee of the Board of Directors (the “Board”), the Board appointed Darlene Deptula-Hicks as a Class III director, with her initial term expiring at the Company’s 2029 annual meeting of stockholders. Further, the Board appointed Ms. Deptula-Hicks to serve as Chair of the audit committee of the Board (the “Audit Committee”). The Company has determined that Ms. Deptula-Hicks is independent under the rules and regulations of the Securities and Exchange Commission (“SEC”) and the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”) applicable to audit committee members. In addition, the Board has determined that Ms. Deptula-Hicks qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirement of Nasdaq.

Pursuant to the Company’s non-employee director compensation program, as a non-employee joining the Board, Ms. Deptula-Hicks was granted a non-statutory stock option to purchase 94,313 shares of the Company’s common stock on June 9, 2026 with an exercise price equal to the closing stock price of the Company’s common stock on The Nasdaq Capital Market on June 9, 2026. This option will vest ratably in annual installments over three years of service following the date of grant. Ms. Deptula-Hicks will also receive an annual fee of $40,000 for service as a director, and an annual fee of $7,500 for service as Chair of the Audit Committee. In addition, she will be eligible to receive, upon the conclusion of each annual meeting of stockholders, a non-statutory stock option to purchase approximately $130,000 of the Company’s common stock for her service as a director and a non-statutory stock option to purchase approximately $15,000 of the Company’s common stock for her service as Chair of the Audit Committee on that date with an exercise price equal to the fair market value of the Company’s common stock on the grant date. Such annual grant will vest in full on the one-year anniversary of the grant date. The Company’s non-employee director compensation program is described in further detail in the Company’s Proxy Statement for its 2026 Annual Meeting filed with the SEC on April 27, 2026 pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”).

Ms. Deptula-Hicks and the Company will also enter into an indemnification agreement requiring the Company to indemnify her to the fullest extent permitted under Delaware law with respect to her service as a director. The indemnification agreement will be in the form entered into with the Company’s other directors and executive officers. This form is attached hereto as Exhibit 99.2.

There is no arrangement or understanding between Ms. Deptula-Hicks and any other person pursuant to which Ms. Deptula-Hicks was appointed as a director.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting held on June 9, 2026, the following proposals were submitted to the stockholders of the Company:

Proposal 1:

The election of one director to serve as a Class III director until the Company’s 2029 annual meeting of stockholders or until his successor is duly elected and qualified or until earlier death, resignation or removal.

Proposal 2:

The ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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 Proxy Statement. Of the 60,321,068 shares of the Company’s common stock entitled to vote at the 2026 Annual Meeting, 44,271,484 shares, or approximately 73.4%, 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 director to serve as a Class III director until the 2029 annual meeting of stockholders or until his successor is duly elected and qualified or until earlier death, resignation or removal. The votes regarding the election of the directors were as follows:

Director

Votes For

Votes Withheld

Broker Non-Votes

Todd C. Brady, M.D., Ph.D.

23,026,101

1,081,762

20,038,067

Proposal 2: Ratification of Appointment of BDO USA, P.C.

The Company’s stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes regarding this proposal were as follows:

Votes

For

Votes Against

Votes Abstaining

43,693,772

321,501

130,657

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

19,477,504

4,543,221

87,138

20,038,067

Item 7.01.

Regulation FD Disclosure.

On June 9, 2026, the Company issued a press release (the “Press Release”) to announce the appointment of Ms. Deptula-Hicks to the Board. A copy of the Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Aldeyra Therapeutics, Inc. Press Release dated June 9, 2026

99.2

Form of Indemnification Agreement between Aldeyra Therapeutics, Inc. and each of its directors and executive officers (incorporated by reference to Exhibit 10.1 to Amendment No. 2 to the Aldeyra Therapeutics, Inc.’s Registration Statement on Form S-1 (SEC File No. 333-193204) filed with the SEC on March 17, 2014).

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.

Dated June 9, 2026

ALDEYRA THERAPEUTICS, INC.

By:

/s/ Todd C. Brady

Name:

Todd C. Brady M.D., Ph.D.

Title:

Chief Executive Officer

EX-99.1

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EX-99.1

Exhibit 99.1

Aldeyra Therapeutics Appoints Darlene Deptula-Hicks to Board of Directors

Lexington, Mass., June 9, 2026 – Aldeyra Therapeutics, Inc. (Nasdaq: ALDX) (Aldeyra), a biotechnology company devoted to discovering and developing innovative therapies designed to treat immune-mediated diseases, today announced the appointment of Darlene Deptula-Hicks to Aldeyra’s board of directors (the Board).

“Ms. Deptula-Hicks brings decades of experience working with both publicly traded and venture-backed biotechnology companies,” stated Richard H. Douglas, Ph.D., Chairman of the Board. “We look forward to leveraging her expertise as Aldeyra continues to progress towards potential commercialization of therapies that address an unmet medical need.”

Ms. Deptula-Hicks is a senior biotechnology executive with over 30 years of experience across public and private life science companies, spanning therapeutics, diagnostics, medical devices, and emerging healthcare technologies. She has held senior executive, chief financial officer, board roles, and has extensive experience supporting companies through initial public offerings, major capital raises, strategic partnerships, and M&A transactions. Ms. Deptula-Hicks currently serves as the acting Chief Financial Officer of Normunity Inc., a clinical-stage biotech company focused on novel therapies to treat cancer. Previously, she served as Chief Financial Officer of F-star Therapeutics, Inc. Ms. Deptula-Hicks holds an M.B.A. from Rivier University and a B.S. in Accounting from Southern New Hampshire University.

“I look forward to supporting Aldeyra’ s Board and partnering with the leadership team to drive sustainable long-term growth,” Ms. Deptula-Hicks stated.

About Aldeyra

Aldeyra Therapeutics is a biotechnology company devoted to discovering innovative therapies designed to treat immune-mediated diseases. Our approach is to develop pharmaceuticals that modulate protein systems, instead of directly inhibiting or activating single protein targets, with the goal of optimizing multiple pathways at once while minimizing toxicity. Our product candidates include RASP (reactive aldehyde species) modulators ADX-248, ADX-246, and chemically related molecules for the potential treatment of systemic and retinal immune-mediated diseases. Our late-stage product candidates are reproxalap, a RASP modulator for the potential treatment of dry eye disease and allergic conjunctivitis, and ADX-2191, a novel formulation of intravitreal methotrexate for the potential treatment of primary vitreoretinal

Exhibit 99.1

lymphoma and retinitis pigmentosa.

Safe Harbor Statement

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding Aldeyra’s future expectations, plans, and prospects, including without limitation statements regarding: the potential commercialization of the company’s therapies; the goals, opportunity, and potential for reproxalap. Aldeyra intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terms such as, but not limited to, “may,” “might,” “will,” “objective,” “intend,” “should,” "could," “can,” “would,” “expect,” “believe,” “anticipate,” “project,” “on track,” “scheduled,” “target,” “design,” “estimate,” “predict,” “contemplates,” “likely,” “potential,” “continue,” “ongoing,” “aim,” “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. All of Aldeyra's development timelines may be subject to adjustment depending on recruitment rate, regulatory review, preclinical and clinical results, funding, and other factors that could delay the initiation, enrollment, or completion of clinical trials. Important factors that could cause actual results to differ materially from those reflected in Aldeyra's forward-looking statements include, among others, the timing of enrollment, commencement and completion of Aldeyra's clinical trials, the timing and success of preclinical studies and clinical trials conducted by Aldeyra and its development partners; delay in or failure to obtain regulatory approval of Aldeyra's product candidates, including as a result of the FDA not accepting Aldeyra’s regulatory filings, issuing a complete response letter, or requiring additional clinical trials or data prior to review or approval of such filings or in connection with resubmissions of such filings; the ability to maintain regulatory approval of Aldeyra's product candidates, and the labeling for any approved products; the risk that prior results, such as signals of safety, activity, or durability of effect, observed from preclinical or clinical trials, will not be replicated or will not continue in ongoing or future studies or clinical trials involving Aldeyra's product candidates in clinical trials focused on the same or different indications; the scope, progress, expansion, and costs of developing and commercializing Aldeyra's product candidates; uncertainty as to Aldeyra’s ability to commercialize (alone or with others) and obtain reimbursement for Aldeyra's product candidates following regulatory approval, if any; the size and growth of the potential markets and pricing for Aldeyra's product candidates and the ability to serve those markets; Aldeyra's expectations regarding Aldeyra's expenses and future revenue, the timing of future revenue, the sufficiency or use of Aldeyra's cash resources and needs for additional financing; the rate and degree of market acceptance of any of Aldeyra's product candidates; Aldeyra's

Exhibit 99.1

expectations regarding competition; Aldeyra's anticipated growth strategies; Aldeyra's ability to attract or retain key personnel; Aldeyra’s commercialization, marketing and manufacturing capabilities and strategy; Aldeyra's ability to establish and maintain development partnerships; Aldeyra’s ability to successfully integrate acquisitions into its business; Aldeyra's expectations regarding federal, state, and foreign regulatory requirements; political, economic, legal, social, and health risks, public health measures, and war or other military actions, that may affect Aldeyra’s business or the global economy; regulatory developments in the United States and foreign countries; Aldeyra's ability to obtain and maintain intellectual property protection for its product candidates; the anticipated trends and challenges in Aldeyra's business and the market in which it operates; 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 Annual Report on Form 10-K for the year ended December 31, 2025 and Aldeyra’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, which are on file with the Securities and Exchange Commission (SEC) and available on the SEC website at https://www.sec.gov/. 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 & Media Contact

Laura Nichols

(781) 257-3060

investorrelations@aldeyra.com

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