As filed with the Securities and Exchange Commission on March 10, 2020
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Ardelyx, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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26-1303944
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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34175 Ardenwood Blvd.
Fremont, CA 94555
(510)
745-1700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2014 Equity Incentive Award Plan
(Full Title of the Plan)
Michael Raab
President
and Chief Executive Officer
Ardelyx, Inc.
34175 Ardenwood Blvd.
Fremont, CA 94555
(510)
745-1700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark V. Roeder, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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3,552,709 shares(3)
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$5.875
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$20,872,165.38
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$2,710
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities
Act), this registration statement shall also cover any additional shares of the Registrants common stock that become issuable under the 2014 Equity Incentive Award Plan (the 2014 Plan) by reason of any stock dividend, stock
split, recapitalization or similar transaction effected without the Registrants receipt of consideration which would increase the number of outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to
Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price for shares reserved for future issuance under the 2014 Plan are
based on the average of the high and the low price of Registrants Common Stock as reported on The Nasdaq Global Market on March 9, 2020.
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(3)
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Represents the shares of the Registrants common stock issuable under the 2014 Plan resulting from an
annual increase as of January 1, 2020.
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This registration statement will become effective upon filing in
accordance with Rule 462 under the Securities Act. Proposed sale to take place as soon after the effective date of the registration statement as awards under the plans are exercised and/or vest.