EXPLANATORY NOTE
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to General Instruction E to Form
S-8
under the Securities Act, this Registration Statement is
filed by Aldeyra Therapeutics, Inc. (the Company) for the purposes of registering additional shares of Common Stock issuable under the Equity Incentive Plan and registering the shares of Common Stock initially issuable under the Purchase
Plan.
The number of shares of Common Stock available for issuance under the Equity Incentive Plan is subject to an automatic annual
increase on the first day of the Companys calendar year equal to the lower of (a) 6% of the total number of shares of Common Stock outstanding on the last calendar day of the prior fiscal year, or (b) a number of shares of Common Stock
determined by the Companys board of directors (the Equity Incentive Plan Evergreen Provision). Accordingly, the number of shares of Common Stock available for issuance under the Equity Incentive Plan was increased by 1,574,666
shares effective January 1, 2019. This Registration Statement registers the 1,574,666 additional shares of Common Stock available for issuance under the Equity Incentive Plan as a result of the Equity Incentive Plan Evergreen Provision.
The number of shares of Common Stock available for purchase under the Purchase Plan is subject to an automatic annual increase on the first
day of the Companys calendar year equal to the lowest of (a) 1.0% of the total number of shares of Common Stock then issued and outstanding or (b) the number determined by the Companys Board of Directors (the Purchase Plan
Evergreen Provision). Accordingly, the number of shares of Common Stock available for purchase under the Purchase Plan was increased by 262,444 shares effective January 1, 2019. This Registration Statement registers the 262,444 additional
shares of Common Stock available for purchase under the Purchase Plan as a result of the Purchase Plan Evergreen Provision.
Of the
5,335,959 shares currently authorized by the Equity Incentive Plan, (i) 1,000,000 have already been registered pursuant to the currently effective Registration Statement on Form
S-8
(Registration
No. 333-224019)
filed on March 29, 2018 (the Sixth Registration Statement), (ii) 880,343 have already been registered pursuant to the currently effective Registration Statement on Form
S-8
(Registration
No. 333-217043)
filed on March 30, 2017 (the Fifth Registration Statement), (iii) 700,000 have already been registered pursuant to the
currently effective Registration Statement on Form
S-8
(Registration
No. 333-213045)
filed on August 10, 2016 (the Fourth Registration Statement),
(iv) 333,333 have already been registered pursuant to the currently effective Registration Statement on Form
S-8
(Registration
No. 333-210492)
filed on
March 30, 2016 (the Third Registration Statement), (v) 222,617 have already been registered pursuant to the currently effective Registration Statement on Form
S-8
(Registration
No. 333-203076)
filed on March 27, 2015 (the Second Registration Statement) and (vi) 625,000 have already been registered pursuant to the currently effective Registration Statement on Form
S-8
(Registration
No. 333-196674)
filed on June 11, 2014 (the Original Registration Statement). Of the 677,083 shares currently authorized by the
Purchase Plan, (i) 191,376 have already been registered pursuant to the Sixth Registration Statement, (ii) 125,763 have already been registered pursuant to the Fifth Registration Statement and (iii) 97,500 have already been registered pursuant to
the Fourth Registration Statement. The contents of the Sixth Registration Statement, Fifth Registration Statement, the Fourth Registration Statement, the Third Registration Statement, the Second Registration Statement and the Original Registration
Statement, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference. Any items in the Sixth Registration Statement, Fifth Registration Statement, the Fourth Registration Statement, the Third
Registration Statement, the Second Registration Statement and the Original Registration Statement not expressly changed hereby shall be as set forth in the Sixth Registration Statement, Fifth Registration Statement, the Fourth Registration
Statement, the Third Registration Statement, the Second Registration Statement and the Original Registration Statement, as applicable.