SC 13G 1 tm2327717d1_sc13g.htm SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G*
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. __)*

	Aldeyra Therapeutics Inc
(Name of Issuer)

	COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)

01438T 10 6
(CUSIP Number)

	September 28, 2023
(Date of Event Which Requires Filing of the Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)

Cusip No.

01438T 10 6

13G

Page 2 of 8 Pages

NAME OF REPORTING PERSONS

Knoll Capital Management, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

3,595,916

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

3,595,916

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,595,916

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.1%

12.

TYPE OF REPORTING PERSON

LLC

Page 2 of 8

Cusip No.

01438T 10 6

13G

Page 3 of 8 Pages

NAME OF REPORTING PERSONS

Fred Knoll

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

3,595,916

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

3,595,916

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,595,916

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.1%

12.

TYPE OF REPORTING PERSON

Page 3 of 8

Cusip No.

01438T 10 6

13G

Page 4 of 8 Pages

NAME OF REPORTING PERSONS

Gakasa Holdings, LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) ¨

(b) x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Florida

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

3,595,916

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

3,595,916

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,595,916

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

6.1%

12.

TYPE OF REPORTING PERSON

LLC

Page 4 of 8

Cusip No.

01438T 10 6

13G

Page 5 of 8 Pages

Item 1(a).

Name of Issuer:

Aldeyra Therapeutics Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

131 Hartwell Avenue, Suite 320, Lexington, MA 02421

Item 2(a).

Name of Persons Filing:

Knoll Capital Management LLC (“KCM”)

Fred Knoll (“Knoll”)

Gakasa Holdings, LLC. (“Gakasa”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principle business address for each of KCM, Knoll and Gakasa is 201 S. Biscayne Blvd suite 800, Miami, FL 33131

Item 2(c).

Citizenship:

KCM is a limited liability company formed and existing under the laws of the State of Florida.

Knoll is a citizen of the United States.

Gakasa is a limited liability company organized under the laws of the State of Florida.

Item 2(d).

Title of Class of Securities:

Common shares par value 0.001 per share (“Common Stock”)

Item 2(e).

CUSIP Number:

01438T 10 6

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable

(a)	¨	Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);

(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);

(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);

(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________

Page 5 of 8

Cusip No.

01438T 10 6

13G

Page 6 of 8 Pages

Item 4.

Ownership:

Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

As of this filing: Gakasa beneficially owns 3,595,916 Shares of the Issuer’s Common Stock. Each of KCM and Knoll beneficially own 3,595,916 Shares of the Issuer’s Common Stock. KCM has trading authority for Gakasa, and Knoll is the President of KCM.

(b)

Percent of Class:

The shares of the Issuer’s Common Stock beneficially owned by each of Gakasa, KCM and Knoll constitute 6.1% of the Issuer’s Common Stock outstanding.

This percentage is calculated based on the company’s 10Q, stating as of August 1, 2023, there were 58,595,850 shares of the registrant’s common stock issued and outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 3,595,916

KCM, Knoll and Gakasa share the power to vote or direct the vote of those shares of Common Stock owned by Gakasa.

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 3,595,916

KCM, Knoll and Gakasa share the power to dispose of or direct the disposition of those shares of Common Stock owned by Gakasa.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not Applicable.

Page 6 of 8

Cusip No.

01438T 10 6

13G

Page 7 of 8 Pages

Item 7.

Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not Applicable.

Item 8.

Identification and Classification of Members of the Group:

Not Applicable.

Item 9.

Notice of Dissolution of Group:

Not Applicable

Item 10.

Certifications:

By Signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 7 of 8

Cusip No.

01438T 10 6

13G

Page 8 of 8 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.

	KNOLL CAPITAL MANAGEMENT, LLC.

	By: /s/ Fred Knoll
Dated: October 3, 2023	Name: Fred Knoll
	Title: President

	/s/ Fred Knoll
Dated: October 3, 2023	Fred Knoll

	GAKASA HOLDINGS, LLC.
	By: Knoll Capital Management, LLC.

	By: /s/ Fred Knoll
Dated: October 3, 2023	Name: Fred Knoll
	Title: President

Page 8 of 8

SEC Form SC 13G filed by Aldeyra Therapeutics Inc.