ARDELYX, INC. (NASDAQ:ARDX) Files An 8-K Other Events
Item 8.01 Other Events.

On December 4, 2019, Ardelyx, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Cowen and Company, LLC, SVB Leerink LLC, and Piper Jaffray & Co., as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), to which the Company agreed to issue and sell 20,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”), to the Underwriters (the “Offering”). The price to the public in this offering is $6.250 per Share. The Underwriters have agreed to purchase the Shares from the Company to the Underwriting Agreement at a price of $5.875 per Share. The gross proceeds to the Company from this offering are expected to be $125,000,000, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The offering is expected to close on or about December 9, 2019, subject to customary closing conditions. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters the option, for 30 days, to purchase up to 3,000,000 additional shares of Common Stock at the public offering price.

The Offering is being made under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission to the Company’s effective shelf registration statement on Form S-3, as amended (Registration No. 333-217441).

to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Underwriters may be required to make because of such liabilities. The Company and the Company’s directors and executive officers also agreed not to sell or transfer any Common Stock for 60 days after the date of the Prospectus, as defined in the Underwriting Agreement, without first obtaining the written consent of the Representatives on behalf of the Underwriters, subject to certain exceptions as described in the prospectus supplement.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and lock-up arrangements do not purport to be complete and are qualified in their entirety by reference to such exhibit.

A copy of the opinion of Latham & Watkins LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.