Aldeyra Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

(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.

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

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:

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:

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:

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

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