What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-28 · 165 added, 154 removed, 767 unchanged (29% of the section changed)

17 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management utilized the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to conduct an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024.

the effectiveness of our internal control over financial reporting as of December 31, 2025.

Based on the assessment, our management has concluded that, as of December 31, 2025, our internal control over financial reporting was effective.

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and the Registrant, dated as of November 22, 2023 (filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K (as filed on March 7, 2024, and incorporated herein by reference))

Fifth Amendment to Lease between WLC Three VI, L.L.C.

and the Registrant, dated as of April 29, 2024 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (as filed on August 1, 2024 and incorporated herein by reference))

Sixth Amendment to Lease between WLC Three VI, L.L.C.

and the Registrant, dated as of April 1,2025 (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (as filed on August 5, 2025 and incorporated herein by reference))

Amendment No.

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2023 Equity Incentive Plan, form of option agreement, and form of RSU agreement thereunder (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (as filed on August 3, 2023, and incorporated herein by reference))

Transition Agreement, effective December 23, 2025, between the Registrant and Stephen G.

Machattha, Ph.D.

(filed as item 5.02 as filed on December 23, 2025 on Form 8‑K, and incorporated herein by reference)

Aldeyra Therapeutics, Inc.

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Ben Bronstein, M.D.

/s/ William Clark

February 27, 2026

William Clark

/s/ Martin J.

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(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Estimation of Accrued or Deferred Research & Development Clinical Trial Expenses

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A portion of the accrued research and development expenses and the deferred research and development expenses relate to clinical trial activities.

Clinical trial activities pertain to third-party services, including subject-related fees at the sites where the Company’s clinical trials are being conducted and investigator fees, amongst other costs.

Clinical trial activities pertain

to third-party services, including subject-related fees at the sites where the Company’s clinical trials are being conducted and investigator fees, amongst other costs.

Costs associated with these clinical trial expenses are generally payable on the passage of time or when certain milestones are achieved.

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• Evaluating the reasonableness of certain assumptions related to total costs incurred to date, the number of subjects, and length of the study for certain contracts, by:

i) confirming total clinical costs incurred to date, contracted fees and total amounts billed with the clinical vendors to evaluate the completeness of costs in the estimates, ii) interviewing respective clinical operations personnel to obtain information related to the progress of the projects, iii) assessing original clinical vendor contract terms and change orders for the certain contracts, including the expected timeline for the related study, iv) evaluating the consistency of those assumptions for certain contracts with the Company’s press releases and other public information and v) evaluating patient enrollment progress.

i) confirming clinical total costs incurred to date, contracted fees and total amounts billed with the clinical vendors to evaluate the completeness of costs in the estimates, ii) interviewing respective clinical operations personnel to obtain information related to the progress of the projects, iii) assessing original clinical vendor contract terms and change orders for the certain contracts, including the expected timeline for the related study, iv) evaluating the consistency of those assumptions for certain contracts with the Company’s press releases and other public information and v) evaluating patient enrollment progress.

• Testing the completeness and accuracy of the clinical costs and total amounts billed with the clinical vendors used in the estimate of accrued and deferred clinical trial expenses for certain contracts by inspecting on a sample basis invoices received from and payments made by the Company to clinical vendors throughout the year and comparing invoice and payment amounts to the related contract details.

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Deferred offering costs

Fixed assets, net

Right-of-use assets

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Total current liabilities

Deferred collaboration revenue, long-term

Operating lease liabilities, long-term

Long-term debt, net of current portion

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Years ended December 31,

Other comprehensive income:

Other comprehensive income (loss):

Net unrealized gain on marketable securities, net of tax

Reclassification of losses to net loss

Total other comprehensive income

Reclassification adjustment for gains included in net loss, net of tax

Total other comprehensive income (loss)

Comprehensive loss

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Issuance of common stock, vested

restricted stock awards

Common stock withheld for tax obligations on

option exercise

restricted stock unit awards

Other comprehensive income

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Issuance of common stock, vested

restricted stock awards

Other comprehensive income

restricted stock unit awards

Other comprehensive income (loss)

Balance, December 31, 2025

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Depreciation and amortization expense

Write-off of deferred offering costs

Change in operating assets and liabilities:

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Accrued expenses and other liabilities

Deferred collaboration revenue

Net cash used in operating activities

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Maturities of marketable securities

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

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Proceeds from exercise of stock options

Tax withholding payments for net share-settled equity awards

Proceeds from employee stock purchase plan

Debt end of term charge paid in cash

Net cash used in financing activities

NET DECREASE IN CASH AND CASH EQUIVALENTS

Net cash provided by (used in) financing activities

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

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and, on March 17, 2014, the Company changed its name to Aldeyra Therapeutics, Inc.

Aldeyra, together with its wholly-owned subsidiaries, is a clinical-stage biotechnology company devoted to discovering innovative therapies designed to treat immune-mediated and metabolic diseases.

Aldeyra, together with its wholly-owned subsidiaries, is a clinical-stage biotechnology company devoted to discovering innovative therapies designed to treat immune-mediated diseases.

The Company’s principal activities to date include research and development activities along with related general business planning, including raising capital.

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Prior to marketing in the United States, any drug developed by the Company must undergo rigorous preclinical and clinical testing and an extensive regulatory approval process implemented by the United States Food and Drug Administration (FDA) under the Food, Drug and Cosmetic Act.

The Company has limited experience in conducting and managing the preclinical and clinical testing necessary to obtain regulatory approval.

There can be no assurance that the Company will not encounter problems in the clinical trials that will cause the Company or the FDA to delay or suspend clinical trials.

Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, there can be no assurance that the Company will not encounter problems in the clinical trials that will cause the Company or the FDA to delay or suspend clinical trials.

The Company’s success will depend in part on its ability to obtain patents and product license rights, maintain trade secrets, and operate without infringing on the property rights of others, both in the United States and other countries.

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Based on the Company's current operating plan, the Company believes that its cash and cash equivalents will be sufficient to fund the Company’s currently projected operating expenses and debt obligations for at least the next 12 months from the date the financial statements are issued.

The Company’s assessment of its liquidity and capital resources includes an estimate of the financial impacts of these changes.

The Company has based its projections of operating capital requirements on its current operating plan, which includes several assumptions that may prove to be incorrect, and the Company may use all of its available capital resources sooner than the Company expects.

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The Company evaluates its estimates and assumptions on an ongoing basis.

The most significant estimates in the Company’s consolidated financial statements include, but are not limited to, clinical trial accruals, deferred and accrued research and development costs, stock-based compensation, and accounting for income taxes and related valuation allowance.

The most significant estimates in the Company’s

consolidated financial statements include, but are not limited to deferred and accrued research and development costs, stock-based compensation, and accounting for income taxes and related valuation allowance.

Although these estimates and assumptions are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates and assumptions.

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Changes in these estimates could affect the timing and amount of accrual of loss contingencies and could be material to the financial statements.

Legal costs associated with legal proceedings are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of operations.

Segment Information – Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company views its operations and manages its business in one segment, which is the identification and development of next-generation medicines to improve the lives of patients with immune-mediated and metabolic diseases.

See Note 16 for more information on the effects of the adoption of segment reporting.

Cash and Cash Equivalents – The Company classifies all highly liquid investments with original maturities of three months or less as cash equivalents and all highly liquid investments with original maturities of greater than three months but less than 12 months as current marketable securities.

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Intellectual property related expenses for the years ended December 31, 2025 and 2024 were $ 0.6 million and $ 1.0 million, respectively.

Collaborative Arrangements – The Company analyzes its collaboration arrangements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC 808, Collaborative Arrangements (ASC 808) .

and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of Accounting Standards Codification (ASC) 808, Collaborative Arrangements (ASC 808).

The ASC 808 assessment is performed throughout the life of the arrangement based on changes in the responsibilities of all parties in the arrangement.

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Payments or reimbursements that are the result of a collaborative relationship instead of a customer relationship, such as co-development and co-commercialization activities, are recorded as research and development expense or selling, general and administrative expense, in the event of a payment to the collaborative partner in a period, or a reduction to these expense line items in the event of a reimbursement from the collaboration partner in a period, as appropriate.

Income Taxes – The Company follows the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740) , in reporting deferred income taxes.

ASC 740 requires a company to recognize deferred tax liabilities and assets for expected future income tax consequences of events that have been recognized in the Company’s financial statements.

Income Taxes – The Company follows the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes (ASC 740), in reporting deferred income taxes.

ASC 740 requires a company to recognize deferred tax liabilities and assets for expected future income tax consequences of events that have been recognized in the Company’s consolidated financial statements.

Under the ASC 740 method, deferred tax assets and liabilities are determined based on temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in the years in which the temporary differences are expected to reverse.

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Research and Development Costs – Research and development (R&D) costs are charged to expense as incurred and relate to salaries, employee benefits, stock-based compensation related to employees, consulting services, other operating costs and expenses associated with preclinical and clinical trial activities.

Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as deferred research and development expenses.

Payments made by the Company in advance for research and development services not yet provided and/or for materials not yet received are recorded as prepaid research and development expenses.

Accrued liabilities are recorded related to those expenses for which vendors have not yet billed us with respect to services provided and/or materials that we have received.

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Expense is recorded during the period incurred or in the period in which a milestone is achieved.

In order to ensure that the Company has adequately provided for preclinical and clinical expenses during the proper

period, the Company maintains an accrual for these expenses.

In order to ensure that the Company has adequately provided for preclinical and clinical expenses during the proper period, the Company maintains an accrual for these expenses.

These accruals are assessed on a quarterly basis and are based on such assumptions as total costs incurred to date, the number of subjects and clinical trial sites and length of the study.

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For restricted stock units, fair value is based on the fair value of the underlying stock on the date of grant.

The resulting fair value for restricted stock units and options expected to vest is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the applicable restricted stock units or options.

The resulting fair value for restricted stock units and options expected to vest is recognized on a straight-line basis over the requisite service period, which is generally the vesting

period of the applicable restricted stock units or options.

The Company records the effect of forfeitures and cancellations when they occur.

7 unchanged sentences

Comprehensive Loss – Comprehensive loss is defined as the change in equity during a period from transactions and other events and/or circumstances from non-owner sources.

For December 31, 2024, comprehensive loss is equal to the Company’s net loss of $ 55.9 million and an unrealized gain on marketable securities to net loss of $ 0.1 million.

For December 31, 2023, comprehensive loss is equal to the Company's net loss of $ 37.5 million and reclassification of losses on marketable securities to net loss of $ 0.1 million.

For December 31, 2025, comprehensive loss is equal to the Company’s net loss of $ 33.8 million and reclassification of gains on marketable securities to net loss of less than $ 0.1 million.

For December 31, 2024, comprehensive loss is equal to the Company's net loss of $ 55.9 million and unrealized gain on marketable securities of less than $ 0.1 million.

Net Loss Per Share – Basic earnings per share is calculated by dividing net loss allocable to common stockholders by the weighted average number of common stock outstanding during the period, excluding the effects of any potentially dilutive instruments.

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The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options and restricted stock units, warrants, if any, and nonvested shares.

Recent Accounting Pronouncements – In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07).

ASU 2023-07 is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses, including for single reportable segment entities.

The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07, which did not have a material impact on the Company's consolidated financial statements.

See Note 16 for more information on the effects of the adoption of ASU 2023-07.

In December 2023, the FASB issued ASU No.

Recent Accounting Pronouncements – In December 2023, the FASB issued ASU No.

2023-09, Improvements to Income Tax Disclosures (ASU 2023-09).

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The guidance requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction.

The disclosure requirements will be applied on a prospective basis, with the option to

apply them retrospectively.

The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the disclosure requirements related to the new standard.

The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively.

The Company adopted ASU 2023-09 prospectively in 2025 and it did not have a material impact on the Company's consolidated financial statements.

See Note 11 for more information on the effects of the adoption of ASU 2023-09.

In November 2024, the FASB issued ASU No.

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Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

The Company is evaluating the disclosure requirements related to the new standard.

The Company is evaluating the impact of ASU 2024-03 on the Company's consolidated financial statements.

HELIO VISION ACQUISITION

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(a) $ 10.0 million of common stock following approval by the FDA of a new drug application (NDA) for the prevention and/or treatment of proliferative vitreoretinopathy or a substantially similar label prior to the 10th anniversary of the Closing Date;

and (b) $ 2.5 million of common stock following FDA approval of an NDA for an indication (other than proliferative vitreoretinopathy or a substantially similar label) prior to the 12th anniversary of the Closing Date (the shares of common stock issuable pursuant to the preceding clauses (a) and (b) are referred to herein as the Milestone Shares), provided that in no event shall the Company be obligated to issue more than an aggregate of 5,248,885 shares of common stock in connection with the Helio acquisition.

and (b) $ 2.5 million of common stock following FDA approval of an NDA for an indication (other

than proliferative vitreoretinopathy or a substantially similar label) prior to the 12th anniversary of the Closing Date (the shares of common stock issuable pursuant to the preceding clauses (a) and (b) are referred to herein as the Milestone Shares), provided that in no event shall the Company be obligated to issue more than an aggregate of 5,248,885 shares of common stock in connection with the Helio acquisition.

During the year ended December 31, 2024, the Company ceased development of the Helio Product Candidate for the treatment of proliferative vitreoretinopathy.

1 unchanged sentence

Additionally, in the event of certain change of control or divestitures by the Company, certain former convertible noteholders of Helio will be entitled to a tax gross-up payment in an amount not to exceed $ 1.0 million in the aggregate.

The Company determined that liability accounting is not required for the Milestone Shares under FASB ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480).

The Company also determined that the Milestone Shares meet the scope exception as a derivative under FASB ASC Topic 815, Derivatives and Hedging (ASC 815), from inception of the Milestone Shares through December 31, 2024.

Accordingly, the Milestone Shares are evaluated under FASB ASC Topic 450, Contingencies (ASC 450) and the Company will record a liability related to the Milestone Shares if the milestones are achieved, and the obligation to issue the Milestone Shares becomes probable.

The Company determined that liability accounting is not required for the Milestone Shares under ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480).

The Company also determined that the Milestone Shares meet the scope exception as a derivative under ASC Topic 815, Derivatives and Hedging (ASC 815), from inception of the Milestone Shares through December 31, 2024.

Accordingly, the Milestone Shares are evaluated under ASC Topic 450, Contingencies (ASC 450) and the Company will record a liability related to the Milestone Shares if the milestones are achieved, and the obligation to issue the Milestone Shares becomes probable.

At such time, the Company will record the cost of the Milestone Shares issued to the Helio founders as a compensation expense and to the other former securityholders of Helio as an in-process research and development expense if there is no alternative future use.

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Total cash and cash equivalents

government agency securities

Available for sale marketable securities (1)

Total cash, cash equivalents, and current marketable securities

(1) Available for sale debt securities are reported at fair value with unrealized gains and losses reported net of taxes, if material, in other comprehensive loss.

The contractual maturities of all cash equivalents and available for sale securities were less than one year at December 31, 2024.

There were no marketable securities held at December 31, 2025.

At December 31, 2024, cash, cash equivalents, and marketable securities were comprised of:

Estimated Fair

Cash and Cash

Money market funds

Total cash and cash equivalents

There were no marketable securities held at December 31, 2023.

government agency securities

Available for sale marketable securities (1)

Total cash, cash equivalents, and current marketable securities

(1) Available for sale debt securities are reported at fair value with unrealized gains and losses reported net of taxes, if material, in other comprehensive loss.

The contractual maturities of all cash equivalents and available for sale securities were less than one year at December 31, 2024 .

FAIR VALUE MEASUREMENTS

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Valuation techniques used to measure fair value are performed in a manner to maximize the use of observable inputs and minimize the use of unobservable inputs.

ASC 820, Fair

Value Measurements , establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

ASC 820, Fair Value Measurements , establishes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value, which are the following:

Level 1 – Quoted prices in active markets that are accessible at the market date for identical unrestricted assets or liabilities.

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Money market funds (a)

U.S government agency securities (b)

Total assets at fair value

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Money market funds (a)

government agency securities (b)

Total assets at fair value

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CREDIT FACILITY

The Company’s current and long-term debt obligation consists of amounts the Company is obligated to repay under its credit facility with Hercules Capital, Inc.

The Company’s current and long-term debt obligation consists of amounts the Company is obligated to repay under the credit facility with Hercules Capital, Inc.

In March 2019, the Company entered into a Loan and Security Agreement (Loan and Security Agreement or Hercules Credit Facility) with Hercules and several banks and other financial institutions or entities, from time-to-time parties thereto (collectively, referred to herein as Lender), providing for a term loan of up to $ 60.0 million, subject to the satisfaction of certain conditions contained therein, that is secured by a lien covering all of the Company’s assets, other than the Company’s intellectual property.

The Loan and Security Agreement provided for (i) an initial term loan advance of up to $ 5.0 million at the Company’s option, which expired unutilized on April 15, 2019;

(ii) three additional term loan advances of up to $ 15.0 million each, at the Company’s option, available to the Company upon the occurrence of certain pre-specified funding conditions prior to September 30, 2019 (2019 Tranche), March 31, 2020 (2020 Tranche), and March 31, 2021 (2021 Tranche);

2021 (2021 Tranche);

and (iii) a final additional term loan advance (Fourth Loan Tranche) of up to $ 10.0 million prior to December 31, 2021, at the Company’s option, subject to approval by the Lender’s investment committee.

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On April 20, 2021, the Company entered into the First Amendment to the Loan and Security Agreement (First Amendment).

The First Amendment, among other things, (i) increased the Fourth Loan Tranche from $ 10.0 million to $ 20.0 million and extended the deadline for drawing down the Fourth Loan Tranche to July 1, 2022;

(ii) lowered the variable per annum rate of interest on borrowings under the Loan and Security Agreement from the greater of (a) 9.10 % and (b) the prime rate (as reported in the Wall Street Journal or any successor publication thereto) plus 3.10 % to the greater of (x) the Prime Rate (as defined therein) plus 3.10% or (y) 8.60%;

(iii) extended the expiration of the period in which interest-only payments on borrowings under the Loan and Security Agreement are required from May 1, 2021 to July 1, 2022;

and (iv) following the satisfaction of certain conditions, which conditions were satisfied in April 2021, further extended the expiration of the interest-only period and the deadline for drawing down the Fourth Loan Tranche to May 1, 2023 .

The First Amendment, among other things, lowered the variable per annum rate of interest on borrowings under the Loan and Security Agreement from the greater of (a) 9.10 % and (b) the prime rate (as reported in the Wall Street Journal or any successor publication thereto) plus 3.10 % to the greater of (x) the Prime Rate (as defined therein) plus 3.10% or (y) 8.60%.

Repayment of the aggregate outstanding principal balance of the term loan, in monthly installments, was to commence upon expiration of the interest-only period and continue through October 1, 2023 (Maturity Date).

The First Amendment was determined to be a modification in accordance with FASB ASC Topic 470 Debt, and did not result in extinguishment.

The First Amendment was determined to be a modification in accordance with ASC Topic 470, Debt (ASC 470), and did not result in an extinguishment.

On December 22, 2022, the Company entered into the Second Amendment to the Loan and Security Agreement (Second Amendment), which became effective as of December 31, 2022 (Second Amendment Effective Date).

The Second Amendment, among other things, (i) extended the expiration of the period in which interest-only payments on borrowings under the Loan and Security Agreement were to be made from May 1, 2023 to May 1, 2024;

(ii) extended the Maturity Date from October 1, 2023 to October 1, 2024;

(iii) extended the availability of the Fourth Loan Tranche commitment of $ 20 million, which remained conditioned on approval by the Lenders’ investment committee, from May 1, 2023 to May 1, 2024 ;

and (iv) amended the Prepayment Charge (as defined therein) to equal 0.75 % of the amount prepaid during the 12-month period following the Second Amendment Effective Date, and 0 % thereafter.

The Second Amendment, among other things, amended the Prepayment Charge (as defined therein) to equal 0.75 % of the amount prepaid during the 12-month period following the Second Amendment Effective Date, and 0 % thereafter.

In addition, a supplemental end of term charge of $ 292,500 (Supplemental End of Term Charge) shall be due on the earlier of (a) the Maturity Date, as amended, or (b) repayment of the aggregate amount of advances under the Loan and Security Agreement.

The initial end of term charge of $ 1,042,500 (End of Term Charge) was paid on October 2, 2023.

On April 29, 2024, the Company entered into the Third Amendment to the Loan and Security Agreement (Third Amendment).

The Third Amendment, among other things, extended the expiration of the period in which interest-only payments on borrowings under the Loan and Security Agreement were to be made from May 1, 2024 to October 1, 2024.

The Third Amendment, among other things, extended the expiration of the period in which interest-only payments were to be made on borrowings under the Loan and Security Agreement to October 1, 2024.

On May 1, 2024, the Fourth Loan Tranche commitment expired unutilized.

The Second and Third Amendments were determined to be modifications in accordance with FASB ASC Topic 470 Debt, and did not result in extinguishment.

The Second and Third Amendments were determined to be modifications in accordance with ASC 470 and did not result in an extinguishment.

On September 30, 2024, the Company entered into the Fourth Amendment to the Loan and Security Agreement (Fourth Amendment).

The Fourth Amendment, among other things, (i) extended the expiration of the period in which interest-only payments on borrowings under the Loan and Security Agreement are made from October 1, 2024 to April 1, 2026;

The Fourth Amendment, among other things, (i) extended the expiration of the period in which interest-only payments are made on borrowings under the Loan and Security Agreement to April 1, 2026;

(ii) extended the Maturity Date from October 1, 2024 to April 1, 2026;

2 unchanged sentences

The Supplemental End of Term Charge of $ 292,500 was paid on October 1, 2024.

The Fourth Amendment was determined to be a modification in accordance with FASB ASC Topic 470 Debt, and did not result in extinguishment.

The Fourth Amendment was determined to be a modification in accordance with ASC Topic 470 and did not result in an extinguishment.

On October 28, 2024, the Company entered into the Fifth Amendment to the Loan and Security Agreement (Fifth Amendment).

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In connection with the Hercules Credit Facility, the Company has incurred:

a commitment charge of $ 25,000 , transaction costs of $ 273,186 , a fee of $ 375,000 upon closing, the End of Term Charge, which was paid in October 2023, and the Supplemental End of Term Charge, which was paid in October 2024.

a commitment charge of $ 25,000 ;

transaction costs of $ 273,186 ;

a fee of $ 375,000 upon closing;

the End of Term Charge, which was paid in October 2023;

and the Supplemental End of Term Charge, which was paid in October 2024.

In addition, the Company will be required to pay the Second Supplemental End of Term Charge.

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As of December 31, 2025 , no shares of common stock were sold under the 2024 Jefferies Sales Agreement.

No current or deferred tax provision expense has been recorded for federal income taxes as the Company has incurred losses since inception for tax purposes and maintains a full valuation allowance against net deferred tax assets.

During 2024, the Company recorded a $ 1,000 state current tax provision for liability due from the Company's Massachusetts Security Corporation.

There is no deferred tax provision expense recorded for state income taxes because the Company has a full valuation allowance against net deferred tax assets.

Income before provision for income taxes was as follows:

Years ended December 31,

United States

Income (loss) before taxes

No current or deferre d tax provision expense has been recorded for federal income taxes as the Company has incurred losses since inception for tax purposes and maintains a full valuation allowance against net deferred tax assets.

During 2025, the Company calculated a $ 30,000 state current tax provision for liability due from the Company's Massachusetts Security Corporation.

However, due to immateriality, the tax expense was not recorded.

There is no deferred tax provision expense recorded for state income taxes because the Company has a full valuation

allowance against net deferred tax assets.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The components of the income tax benefit for the years ended December 31, 2024 and 2023, are as follows:

The components of the income tax provision for the year ended December 31, 2025 and December 31, 2024 is as follows:

Years ended December 31,

Deferred Taxes

Total income tax benefit

A reconciliation of the federal statutory tax rate of 21 % to the Company’s effective income tax rates are as follows:

Years ended December 31,

Total income tax provision

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Year end, December 31,

Federal Statutory Tax Rate

State and Local Income Taxes, Net of Federal Income Tax Effect(a)

Research and development tax credits

Federal Orphan Drug Credits

Changes in Valuation Allowances

Nontaxable or Nondeductible Items

Section 162(m) Limitation

Stock Compensation

Other Adjustments

Effective income tax rate

(a) State and local taxes in Massachusetts comprise the entirety of this category.

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes for the year prior to the adoption of ASU 2023-09 is as follows:

Year ended December 31,

Statutory tax rate

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Federal & state NOL carryforward

Federal & state R&D credit

Federal & state R&D credit carryforward

Deferred costs

Intangibles – net

Accounts payable and accrued

Accounts payable and accrued expenses

Stock options

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Unrealized gain

The change in valuation allowance of $ 16.6 million from December 31, 2023 to December 31, 2024 was primarily the result of an increase in capitalized R&D expenses, net operating losses, and tax credits.

In assessing the realizability of net deferred taxes in accordance with Accounting Standards Codification (ASC) 740, Income Taxes (ASC 740), the Company considers whether some portion or all the deferred tax assets are more likely than not to be unrealized.

The change in valuation allowance of $ 9.4 million from December 31, 2024 to December 31, 2025 was primarily the result of the pre-tax book loss and the current year generated tax credits partially offset by expensing of previously capitalized domestic research and development costs due to the OBBB Act.

In assessing the realizability of net deferred taxes in accordance with ASC 740, Income Taxes , the Company considers whether some portion or all the deferred tax assets are more likely than not to be unrealized.

Based on the weight of available evidence, primarily the incurrence of net losses since inception, anticipated net losses in the near future, reversals of existing temporary differences, and expiration of various federal and state attributes, the Company does not consider some or all net deferred taxes more likely than not to be realized.

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As of December 31, 2025, the Company had federal and state income tax net operating loss (NOL) carryforwards of approximately $ 327.9 million and $ 320.8 million, respectively.

Federal NOL carryforwards generated through December 31, 2017 and state NOL carryforwards will expire at various dates through 2044 .

The federal NOL carryforwards generated during the year ended December 31, 2018 and thereafter will carryforward

indefinitely.

Federal NOL carryforwards generated through December 31, 2017 and state NOL carryforwards generated through December 31, 2025 will expire at various dates through 2045 .

The federal NOL carryforwards generated during the year ended December 31, 2018 and thereafter will carryforward indefinitely.

As of December 31, 2025, the Company had federal and state research and development tax credit carryforwards of approximately $ 13.0 million and $ 3.1 million, respectively, which will expire at various dates through 2045 .

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federal and state tax credits, and the funds otherwise available for general corporate purposes would be reduced.

On August 16, 2022 President Biden signed into law the Inflation Reduction Act (IRA).

From a tax perspective, the IRA provisions includes a new corporate alternative minimum tax (CAMT) of 15% on adjusted financial statement income (AFSI) for corporations with over $1 billion in profits, a new excise tax on corporate stock buybacks, and increased funding for IRS enforcement.

A company’s AFSI can be reduced by net operating losses, foreign tax credits, general business credits, and depreciation for property under Section 197.

To determine US federal income tax liability, a company will need to compute taxes under both systems — the regular tax system and the CAMT system.

The company then will pay the larger amount as its tax liability in any given year.

The Company does not expect to fall into the CAMT system.

The IRA provisions have no impact on the Company’s financial statements for the period ended December 31, 2024 and 2023.

As of December 31, 2025, the Company is subject to tax in the U.S.

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In addition, any years remain open to the extent that losses or tax credits are available for carryover to future years.

It is the Company’s policy to include penalties and interest expense related to income taxes as a component of the provision for income taxes.

As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations.

For the year ended December 31, 2025, the Company generated research and development tax credits as well as an Orphan Drug Credit but has not conducted a study to document the qualified activities.

This study may result in an adjustment to the Company’s research and development tax credit carryforwards;

however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position.

A full valuation allowance has been provided against the Company’s research and development tax credit carryforwards and, if an adjustment is required, this adjustment would result in an adjustment to the deferred tax asset established for the research and development tax credit carryforwards and the valuation allowance.

STOCK INCENTIVE PLAN

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The 2023 Equity Plan is effective for a period of ten years after June 30, 2023, and a total of 5,450,000 shares of the Company’s common stock, in addition to shares of the Company’s common stock that are subject to awards granted under the Amended 2013 Plan that are outstanding as of such date and that are subsequently forfeited, cancelled, or expire before being exercised or settled in full, are authorized for issuance under the 2023 Equity Plan.

As of December 31, 2024, options to purchase 2,313,500 shares of common stock at a weighted average exercise price of $ 3.97 per share remained outstanding under the 2023

As of December 31, 2025, options to purchase 3,795,077 shares of common stock at a weighted average exercise price of $ 4.45 per share remained outstanding under the 2023 Equity Plan and options to purchase 4,787,406 shares of common stock at a weighted average exercise price of $ 6.33 per share remained outstanding under the 2013 Equity Plan.

As of December 31, 2025, there were 2,717,502 shares of common stock available for grant under the 2023 Equity Plan.

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As of December 31, 2025 , $ 0.3 million was accrued as compensation expense for vested cash awards.

There was no unrecognized expense as of December 31, 2024.

In 2022, the Company granted performance cash settled bonus awards (CSBUs) under the Management Cash Incentive Plan.

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As of December 31, 2025 , $ 3.0 million was accrued as compensation expense for CSBUs as the Performance Criteria was met in February 2023.

There was no unrecognized expense as of December 31, 2024.

The Company recognizes stock-based compensation expense over the requisite service period.

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Terms of RSUs agreements, including vesting requirements, are determined by the board of directors or its compensation committee, subject to the provisions of the Amended 2013 Plan and the 2023 Equity Plan.

granted by the Company typically vest over a four year period and are based on the stock share price on the date of grant to estimated fair value.

RSUs granted by the Company typically vest over a four year period and are based on the stock share price on the date of grant to estimated fair value.

In the event that the employees’ employment with the Company terminates any unvested shares are forfeited and revert to the Company.

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Outstanding at December 31, 2024

Settled in common stock

Vested / Settled

Outstanding at December 31, 2025

There were no RSUs granted during the year ended December 31, 2024.

The weighted-average fair value of RSUs granted was $ 6.76 per share for the year ended December 31, 2023.

There were no RSUs granted during the years ended December 31, 2025 and 2024.

The total fair value of RSUs vested was $ 1.3 million and $ 1.7 million for the years ended December 31, 2025 and 2024, respectively.

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A summary of the weighted-average grant-date fair value, shares issued and total stock-based compensation expense recognized related to the 2016 ESPP for the years ended December 31, 2025 and 2024 are as follows:

Weighted-average grant-date fair value

Weighted-average grant-date fair value per share

Total shares issued

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The Company has agreed to indemnify MEEI for certain claims that may arise under the MEEI Agreement.

Other In-License Agreements

Additionally, the Company has other in-license agreements with third parties that require the Company to make future development, regulatory and commercial milestone payments, as well as royalty payments on net sales of specified products, if and when such milestones are achieved or sales occur.

As of December 31, 2025, none of the related milestones had been achieved and no royalties were due.

The amount and timing of any future payments are uncertain and depend on the successful development and commercialization of the related products.

Legal Proceedings

On July 31, 2023, a purported stockholder filed a putative class action lawsuit (the Securities Class Action) in the U.S.

District Court for the District of Massachusetts, against the Company and certain current and former officers, captioned Juliana Paice v.

Aldeyra Therapeutics, Inc., et al.

23-cv-11737).

On January 2, 2024, the lead plaintiff filed an amended complaint.

The lawsuit alleges violations by the defendants of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.

The plaintiff alleges that the defendants made false or misleading statements or failed to disclose certain information concerning (i) the New Drug Application (NDA) for and the prospects of ADX‑2191 for the treatment of primary vitreoretinal lymphoma, and (ii) the NDA for and the prospects of reproxalap for the treatment of dry eye disease.

The lawsuit seeks, among other things, compensatory damages on behalf of herself and all persons and entities that purchased or otherwise acquired the Company's securities between January 7, 2021 and October 16, 2023, as well as attorneys’ fees and costs.

On March 4, 2024, defendants filed a motion to dismiss the amended complaint, which was fully briefed as of May 20, 2024.

Oral argument on the motion to dismiss was heard on July 24, 2024.

The Company disputes the plaintiff's claims and intends to vigorously defend the suit.

At this time, the Company cannot reasonably predict the outcome or estimate potential losses, if any, that could result from this matter.

In addition, from time to time, the Company is subject to litigation and claims arising in the ordinary course of business but, except as stated above, the Company is not currently a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceedings against them that the Company believes could have a material adverse effect on the Company's business, operating results, cash flows, or financial condition.

The Company currently leases an office used to conduct business.

The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term.

As the Company’s lease does not provide an implicit rate, the Company, in determining the present value of the lease payments, uses an incremental borrowing rate based on the information available at the lease commencement date.

In November 2023, the Company entered into a lease amendment that extended the lease by 12 months through December 31, 2024 and contained two options to extend the term of the lease for an additional 12 months each.

Each option shall be exercisable, if at all, by giving a nine-month written notice to the landlord.

In April 2024, the Company extended the option to extend the term of the lease for an additional 12 months (into December 2025).

The extension was included in the December 31, 2023 financials.

From time to time, the Company may become subject to litigation and claims arising in the ordinary course of business.

The Company is not currently a party to any material legal proceedings that we expect to have any material adverse effect on our business, financial con dition or results of operation.

The Company currently leases office space to conduct business operations.

Lease renewal options are regularly evaluated, and when the exercise of an option is reasonably certain, the Company includes the renewal period in the lease term.

The lease does not specify an implicit rate.

Based on information available at the lease commencement date, the Company uses the incremental borrowing rate to determine the present value of lease payments.

In November 2023, the Company entered into a lease amendment extending the lease by 12 months, through December 31, 2024.

The amendment also included two additional 12-month extension options.

Each option was exercised by providing written notice to the landlord at least nine months in advance.

In April 2024, the Company exercised the first extension option, extending the lease through December 2025.

The extension was reflected in the financial statements as of December 31, 2023.

In April 2025, the Company exercised the second extension option, further extending the lease through December 2026.

The extension is reflected on the balance sheet as of March 31, 2025, the date the exercise of the option was reasonably certain, through the remeasurement of the related lease liability and a corresponding adjustment to the right-of-use asset.

For the years ended December 31, 2025 and 2024 , right-of-use assets obtained in exchange for lease obligations were $ 0.3 million and $ 0.3 million, respectively.

As of December 31, 2024 , the Company maintained an unamortized Right-Of-Use asset with a corresponding operating lease liability of approximately $ 0.3 million based on the present value of the minimum rental payments in accordance with ASC Topic 842, Leases .

As of December 31, 2025 , the Company maintained an unamortized right-of-use asset with a corresponding operating lease liability of approximately $ 0.3 million based on the present value of the minimum rental payments in accordance with ASC 842, Leases .

The weighted average discount rate used for leases as of December 31, 2025 is 9.1 %.

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AbbVie Option Agreement

On October 31, 2023 (the Option Agreement Effective Date), the Company entered into an exclusive option agreement (the Option Agreement) with AbbVie Inc.

(AbbVie), pursuant to which the Company granted AbbVie an exclusive option (the Option) to obtain (a) a co-exclusive license in the United States to facilitate a collaboration with the Company to develop, manufacture, and commercialize reproxalap in the United States, (b) an exclusive license to develop, manufacture and commercialize reproxalap outside the United States, (c) a right of first negotiation for compounds that are owned or otherwise controlled by the Company in the field of ophthalmology relating to treating conditions of the ocular surface, and (d) a right to review data for any other compounds that are owned or otherwise controlled by the Company in the fields of ophthalmology and immunology before such data is shared with any other third party (the Collaboration Agreement).

AbbVie has paid the Company a non-refundable payment of $ 1.0 million in consideration of the Option (the Option Payment).

On December 21, 2023, pursuant to the Option Agreement, AbbVie extended the period during which it may exercise the Option (the Exercise Period Extension) by paying the Company a non-refundable payment of $ 5.0 million (the Option Extension Fee).

If the Collaboration Agreement is entered into, the Option Payment and the Option Extension Fee will be credited against the upfront cash payment payable by AbbVie.

On November 15, 2024, the Company entered into the Expansion Side Letter (the Expansion Letter) with AbbVie, which amended certain terms of the Option Agreement.

The Expansion Letter makes certain changes to the Option Agreement, among other things, providing that the Company will conduct certain launch activities, which costs shall not exceed mid-single-digit millions of dollars without AbbVie’s approval, and which costs will be considered allowable expenses pursuant to the Collaboration Agreement upon the delivery of AbbVie’s written notice of exercising the Option and entry into the Collaboration Agreement, such that 60 % of our allowable expenses will be reimbursed by AbbVie in the event of exercise.

If AbbVie does not deliver a written notice of exercising the Option and the Company and AbbVie do not execute the Collaboration Agreement, the Company will remain solely responsible for such launch activities costs.

On October 31, 2023 (the AbbVie Option Agreement Effective Date), the Company entered into an exclusive option agreement (the AbbVie Option Agreement) with AbbVie Inc.

(AbbVie), pursuant to which the Company granted AbbVie an exclusive option (the AbbVie Option) to obtain (a) a co-exclusive license in the United States to facilitate a collaboration with the Company to develop, manufacture, and commercialize reproxalap in the United States, (b) an exclusive license to develop, manufacture, and commercialize reproxalap outside the United States, (c) a right of first negotiation for compounds that are owned or otherwise controlled by the Company in the field of ophthalmology relating to treating conditions of the ocular surface, and (d) a right to review data for any other compounds that are owned or otherwise controlled by the Company in the fields of ophthalmology and immunology before such data is shared with any other third party (the Collaboration Agreement).

AbbVie paid the Company a non-refundable payment of $ 1.0 million in consideration of the AbbVie Option (the AbbVie Option Payment).

On December 21, 2023, pursuant to the AbbVie Option Agreement, AbbVie extended the period during which it may exercise the AbbVie Option (the Exercise Period Extension) by paying the Company a non-refundable payment of $ 5.0 million (the AbbVie Option Extension Fee).

If the Collaboration Agreement is entered into, the AbbVie Option Payment and the AbbVie Option Extension Fee will be credited against the upfront cash payment payable by AbbVie.

On November 15, 2024, the Company entered into the Expansion Side Letter (the Expansion Letter) with AbbVie.

The Expansion Letter makes certain changes to the AbbVie Option Agreement, among other things, providing that the Company will conduct certain launch activities, which costs shall not exceed mid-single-digit millions of dollars without AbbVie’s approval, and which costs will be considered allowable expenses pursuant to the Collaboration Agreement upon the delivery of AbbVie’s written notice of exercising the AbbVie Option and entry into the Collaboration Agreement, such that 60 % of the Company's allowable expenses will be reimbursed by AbbVie in the event of exercise.

If AbbVie does not deliver a written notice of exercising the AbbVie Option and the Company and AbbVie do not execute the Collaboration Agreement, the Company will remain solely responsible for such costs.

AbbVie has also independently initiated pre-commercialization planning activities.

In addition, the Exercise Period (as defined in the Option Agreement) was further modified to ten (10) business days following the date, if any, that the Company receives approval from the U.S.

Food and Drug Administration of the NDA for reproxalap in dry eye disease (the FDA Decision), provided that AbbVie shall provide the Company notice in case AbbVie determines that it will not exercise the Option.

Upon AbbVie’s delivery of the agreement execution notice and the parties entering into the Collaboration Agreement, AbbVie would pay the Company a $ 100 million upfront cash payment, less the Option Payment and the Option Extension Fee.

In addition, the Exercise Period (as defined in the AbbVie Option Agreement) was restricted to ten (10) business days following approval from the U.S.

The Company did not conduct any launch activities or incur related expenses during fiscal years ended December 31, 2025 and December 31, 2024.

Upon AbbVie’s delivery of the agreement execution notice and the parties entering into the Collaboration Agreement, AbbVie would pay the Company a $ 100.0 million upfront cash payment, less the AbbVie Option Payment and the AbbVie Option Extension Fee.

In addition, the Company would be eligible to receive up to approximately $ 300.0 million in regulatory and commercial milestone payments, inclusive of a $ 100.0 million milestone payment payable if the FDA Decision is received prior to or after the execution.

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Outside of the United States, the Company would be eligible to receive tiered royalties on net sales of reproxalap.

As of February 28, 2025, AbbVie has not exercised the Option.

As of December 31, 2023, the Company had recognized no collaboration revenue and had $ 6.0 million of deferred long-term collaboration revenue related to the Option Agreement and Exercise Period Extension.

During the three months ended September 30, 2024, the deferred collaboration revenue was reclassified from a long-term liability to a current liability due to the Option expiring pursuant to the terms of the Option Agreement in less than one year.

Although the Option Agreement was not considered to be a vendor-customer relationship, the Company used FASB ASC Topic 606, Revenue from Contracts with Customers , to conclude that the $ 6.0 million liability would be considered a transaction price (the Transaction Price), and all other amounts due to the Company under the Collaboration Agreement would be excluded from the Transaction Price, since such amounts relate to fees that can only be achieved subsequent to the exercise of the Option.

Because the Option Extension Fee and the Option Payment are creditable against the Collaboration Agreement payments due to the Company, the Transaction Price was allocated to a single unit of account, specifically, the Option to enter into a future Collaboration Agreement which is considered a material right.

The Company concluded that all other performance obligations were immaterial promises in the context of the Option Agreement and did not represent additional units of account.

The Company will begin to recognize revenue if and when the Option is exercised or when the Option expires.

As of February 27, 2026, AbbVie has not exercised the AbbVie Option.

As of December 31, 2023, the Company recognized no collaboration revenue and recorded $ 6.0 million of deferred long-term collaboration revenue related to the AbbVie Option Agreement and Exercise Period Extension.

During the years ended December 31, 2025 and December 31, 2024 , the deferred collaboration revenue was classified as a current liability due to the AbbVie Option expiring pursuant to the terms of the AbbVie Option Agreement in less than one year.

Although the AbbVie Option Agreement was not considered to be a vendor-customer relationship, the Company used ASC 606 to conclude that the $ 6.0 million liability would be considered the transaction price (the Transaction Price) and all other amounts due to the Company under the Collaboration Agreement would be excluded from the Transaction Price, since such amounts relate to fees that can only be achieved subsequent to the exercise of the AbbVie Option.

Because the AbbVie Option Extension Fee and the AbbVie Option Payment are creditable against the Collaboration Agreement payments due to the Company, the Transaction Price was allocated to a single unit of account and was considered the option to enter into a future collaboration agreement which is considered a material right.

The Company concluded that all other performance obligations were immaterial promises in the context of the AbbVie Option Agreement and did not represent additional units of account.

The Company will begin to recognize revenue if and when the AbbVie Option is exercised or when the AbbVie Option expires.

SEGMENT REPORTING

The Company operates through a single operating and reportable segment focused on the discovery and development of innovative therapies designed to treat immune-mediated and metabolic diseases.

The Company operates through a single operating and reportable segment focused on the discovery and development of innovative therapies designed to treat immune-mediated diseases.

The segment's approach is to develop pharmaceuticals that modulate protein systems, instead of directly inhibiting or activating single protein targets, with the goal of optimizing multiple pathways at once while minimizing toxicity.

The Company's late-stage product candidates are reproxalap, a RASP modulator for the potential treatment of dry eye disease and allergic conjunctivitis, and ADX‑2191, a novel formulation of intravitreal methotrexate for the potential treatment of retinitis pigmentosa.

The Company's preclinical RASP platform includes ADX‑248, ADX‑743, ADX‑631, ADX‑246, and other product candidates in development for inflammatory and metabolic diseases.

The Company's product candidates include RASP (reactive aldehyde species) modulators, ADX‑248, ADX‑246, and chemically related molecules for the potential treatment of systemic and retinal immune-mediated diseases.

The Company's tangible assets are held in the United States.

The Company manages all business activities on a consolidated basis.

The Company's chief operating decision maker is the Chief Executive Officer.

The Company's Chief Operating Decision Maker (CODM) is the Chief Executive Officer.

The accounting policies of the operating segment are the same as those described in Note 2, Summary of Significant Accounting Policies.

The chief operating decision maker evaluates the performance of the operating segment and allocates resources based on net income (loss) that also is reported on the consolidated income statement as net loss.

The CODM evaluates the performance of the operating segment and allocates resources based on net income (loss) that also is reported on the consolidated income statement as net loss.

The measure of the operating segment assets is reported on the consolidated balance sheet as total assets.

The chief operating decision maker uses net income (loss) to monitor budget versus actual results and to analyze cash flows in assessing performance of the segment and allocating resources.

The CODM uses net income (loss) to monitor budget versus actual results and to analyze cash flows in assessing performance of the segment and allocating resources.

The significant expenses are presented on the Company’s Consolidated Statements of Operations.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures