ALDEYRA THERAPEUTICS, INC. (NASDAQ:ALDX) Files An 8-K Entry into a Material Definitive Agreement

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ALDEYRA THERAPEUTICS, INC. (NASDAQ:ALDX) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June2, 2017, Aldeyra Therapeutics, Inc. (the Company) entered
into a Controlled Equity OfferingSM Sales Agreement (the Sales
Agreement) with Cantor Fitzgerald Co., as agent (Cantor), to
which the Company may offer and sell, from time to time through
Cantor, shares of the Companys common stock, par value $0.001 per
share (the Common Stock), having an aggregate offering price of
up to $20 million (the Shares).

Under the Sales Agreement, Cantor may sell Shares in sales deemed
to be an at the market offering as defined in Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended (the
Securities Act), including sales made directly on or through The
NASDAQ Global Market or any other existing trading market for the
Companys common stock, in negotiated transactions at market
prices prevailing at the time of sale or at prices related to
such prevailing market prices, and/or any other method permitted
by law.The Company may instruct Cantor not to sell Shares if the
sales cannot be effected at or above the price designated by the
Company from time to time.

The Company is not obligated to make any sales of the Shares
under the Sales Agreement. The offering of Shares to the Sales
Agreement will terminate upon the termination of the Sales
Agreement by Cantor or the Company, as permitted therein.

The Company will pay Cantor a commission rate of 3.0% of the
aggregate gross proceeds from each sale of Shares and have agreed
to provide Cantor with customary indemnification and contribution
rights. The Company will also reimburse Cantor for certain
specified expenses in connection with entering into the Sales
Agreement.

The foregoing description of the Sales Agreement is not complete
and is qualified in its entirety by reference to the full text of
such agreement, a copy of which is filed herewith as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by
reference. The opinion of Gunderson Dettmer Stough Villeneuve
Franklin Hachigian, LLP, the Companys counsel, regarding the
validity of the Shares that will be issued to the Sales Agreement
is also filed herewith as Exhibit 5.1.

This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy the common stock
discussed herein, nor shall there be any offer, solicitation, or
sale of common stock in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.

ITEM9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit

No.

Description

5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin
Hachigian, LLP
10.1 Controlled Equity OfferingSM Sales Agreement, dated June
2, 2017, by and between Aldeyra Therapeutics, Inc. and Cantor
Fitzgerald Co.
23.1 Consent of Gunderson Dettmer Stough Villeneuve Franklin
Hachigian, LLP (contained in Exhibit 5.1)


About ALDEYRA THERAPEUTICS, INC. (NASDAQ:ALDX)

Aldeyra Therapeutics, Inc., formerly Aldexa Therapeutics, Inc., is a biotechnology company. The Company’s principal activities include raising capital and research and development activities. The Company’s segment is the identification and development of a treatment for diseases related to high levels of aldehydes. The Company is focused on the development of products for diseases caused by inflammation and inborn errors of metabolism that are caused by naturally occurring toxic and pro-inflammatory chemical species known as aldehydes. The Company has developed a series of aldehyde traps, molecules that are designed to sequester and allow for the degradation of aldehydes. The Company’s aldehyde trap, NS2, is a product candidate that is under development for the treatment of allergic conjunctivitis and related rare allergic ocular diseases, noninfectious anterior uveitis, sjogren-larsson syndrome (SLS) and succinic semi-aldehyde dehydrogenase deficiency.

ALDEYRA THERAPEUTICS, INC. (NASDAQ:ALDX) Recent Trading Information

ALDEYRA THERAPEUTICS, INC. (NASDAQ:ALDX) closed its last trading session up +0.15 at 5.45 with 93,830 shares trading hands.