Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2018 (November 20, 2018)




(Exact name of Registrant as specified in its charter)




Delaware   001-36332   20-1968197

(State or other jurisdiction

of incorporation)



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))

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 1.02. Termination of a Material Definitive Agreement.

On November 20, 2018, Aldeyra Therapeutics, Inc. (the “Company”) repaid in full all outstanding indebtedness and terminated all commitments under the Loan and Security Agreement between Pacific Western Bank, f/k/a Square 1 Bank, a California state chartered bank (“Bank”) and the Company, dated as of April 12, 2012, as amended (the “Loan Agreement”). Additionally, the Amended and Restated Intellectual Property Security Agreement between the Bank and the Company, dated as of November 20, 2013, was also terminated and, correspondingly, the lien securing the indebtedness under the Loan Agreement was released. The aggregate principal amount of the loan outstanding under the Loan Agreement was $1.4 million at the time of termination. The Company did not incur any material early termination penalties as a result of the repayment of indebtedness or termination of the Loan Agreement.


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


Dated: November 21, 2018     ALDEYRA THERAPEUTICS, INC.
        By:   /s/ Joshua Reed
        Name:   Joshua Reed
        Title:   Chief Financial Officer