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

ITEM 1.01. OTHER EVENTS.

On February14, 2017, Aldeyra Therapeutics, Inc. (Aldeyra) entered
into an underwriting agreement (the Underwriting Agreement) with
Stifel, Nicolaus Company, Incorporated, as representative of the
several underwriters set forth therein (collectively, the
Underwriters), relating to an underwritten public offering (the
Offering) of 2,222,222 shares (the Shares) of Aldeyras common
stock, par value $0.001 per share (the Common Stock) at an
offering price to the public of $4.50 per share. Under the terms
of the Underwriting Agreement, Aldeyra granted the Underwriters a
30-day option to purchase up to an additional 333,333 shares of
Common Stock on the same terms and conditions.

The Shares will be issued to Aldeyras currently effective shelf
registration statement on Form S-3 and an accompanying prospectus
(Registration Statement No.333-206539) filed with the Securities
and Exchange Commission (the Commission), which was declared
effective by the Commission on September1, 2015 (the Registration
Statement), and a preliminary and final prospectus supplement
filed with the Commission in connection with the Offering. The
closing of the offering is expected to take place on or about
February17, 2017, subject to the satisfaction of customary
closing conditions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference. The foregoing
description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to such
exhibit.

A copy of the opinion of Gunderson Dettmer Stough Villeneuve
Franklin Hachigian, LLP relating to the validity of the issuance
and sale of the Shares in the Offering is attached as Exhibit 5.1
hereto.

ITEM 8.01. OTHER EVENTS.

On February14, 2017, Aldeyra issued a press release announcing
that Aldeyra priced a public offering of its Common Stock.A copy
of the press release is attached hereto as Exhibit99.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)Exhibits.

ExhibitNo.

Description

1.1 Underwriting Agreement between Aldeyra Therapeutics, Inc. and
Stifel, Nicolaus Company, Incorporated, as representative of
the several underwriters, dated February14, 2017
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin
Hachigian, LLP
23.1 Consent of Gunderson Dettmer Stough Villeneuve Franklin
Hachigian, LLP (contained in Exhibit 5.1)
99.1 Press Release of Aldeyra Therapeutics, Inc., dated
February14, 2017


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 down -0.25 at 4.50 with 723,586 shares trading hands.