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July 14, 2020
Michael Raab
President and Chief Executive Officer
Ardelyx, Inc.
34175 Ardenwood Blvd.
Fremont, CA 94555
Re: Ardelyx, Inc.
Registration
Statement on Form S-3
Filed July 9, 2020
File No. 333-239764
Dear Mr. Raab:
We have limited our review of your registration statement to
those issues we have
addressed in our comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed July 9, 2020
General
1. We note that your forum
selection provision identifies the Court of Chancery of the State
of Delaware as the
exclusive forum for certain litigation, including any "derivative
action." Please
disclose whether this provision applies to actions arising under the
Securities Act or
Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or
liability created by
the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities
Act creates concurrent jurisdiction for federal and state courts over all
suits brought to
enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.
If the provision applies to Securities Act claims, please also revise
your prospectus to
state that there is uncertainty as to whether a court would enforce such
provision and that
investors cannot waive compliance with the federal securities laws and
Michael Raab
Ardelyx, Inc.
July 14, 2020
Page 2
the rules and regulations thereunder. If this provision does not apply to
actions arising
under the Securities Act or Exchange Act, please also tell us how you
will inform
investors in future filings that the provision does not apply to any
actions arising under the
Securities Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Jeffrey Gabor at 202-551-2544 or Mary Beth Breslin at
202-551-3625
with any questions.
Sincerely,
FirstName LastNameMichael Raab
Division of
Corporation Finance
Comapany NameArdelyx, Inc.
Office of Life
Sciences
July 14, 2020 Page 2
cc: Mark V. Roeder, Esq.
FirstName LastName