As filed with the Securities and Exchange Commission on June 18, 2014.
Registration No. 333-            

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

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Ardelyx, Inc.
(Exact name of Registrant as specified in its charter)

Delaware	 	2834	 	26-1303944	
(State or other jurisdiction of
incorporation or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer
Identification Number)	
34175 Ardenwood Blvd.
Fremont, CA 94555
(510) 745-1700
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Michael Raab
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:

Alan C. Mendelson, Esq.
Mark V. Roeder, Esq.
Brian J. Cuneo, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600	 	Elizabeth Grammer, Esq.
Vice President, General Counsel
Ardelyx, Inc.
34175 Ardenwood Blvd.
Fremont, CA 94555
Telephone: (510) 745-1700
Facsimile: (510) 745-0493	 	David J. Saul, Esq.
Paul Kinsella, Esq.
Ropes & Gray LLP
1900 University Ave., Suite 600
East Palo Alto, CA 94303
Telephone: (650) 617-4000
Facsimile: (650) 617-4090	

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x  333-196090
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	¨	  	 	 	Accelerated filer	 	¨	
Non-accelerated filer	 	x	  	(Do not check if a smaller reporting company)	 	Smaller reporting company	 	¨	
CALCULATION OF REGISTRATION FEE

 	
TITLE OF EACH CLASS OF
SECURITIES TO BE REGISTERED	 	AMOUNT
TO BE
REGISTERED (1)	 	PROPOSED
MAXIMUM
OFFERING PRICE
PER SHARE (2)	 	PROPOSED
MAXIMUM
AGGREGATE
OFFERING PRICE(2)	 	AMOUNT OF
REGISTRATION FEE(3)	
Common Stock, $0.0001 par value	 	788,900	 	$14.00	 	$11,044,600	 	$1,423	

(1)	Represents only the additional number of shares being registered and includes 102,900 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-196090).	
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.	
(3)	A registration fee of $8,888 was previously paid in connection with the initial filing of the related Registration Statement on Form S-1 (File No. 333-196090). A total of $7,999 of such fee was used to pay the filing fee of such Registration Statement. The amount of the registration fee due hereunder is offset by the remaining $889 previously paid.	
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of 788,900 additional shares of common stock, par value $0.0001 per share, of Ardelyx, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, representing an increase in the maximum aggregate offering price of $11,044,600. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-196090), which was declared effective by the Securities and Exchange Commission on June 18, 2014, are incorporated in this registration statement by reference.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Fremont, California, on June 18, 2014.

ARDELYX, INC.	
 	 	
By:	 	/s/ Michael Raab	
 	 	Michael Raab
President and Chief Executive Officer	
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	  	Title	 	Date	
 	 	 	
/s/ Michael Raab
Michael Raab	  	President, Chief Executive Officer and Director
(Principal Executive Officer)	 	June 18, 2014	
 	 	 	
/s/ Mark Kaufmann
Mark Kaufmann	  	Chief Financial Officer
(Principal Financial and Accounting Officer)	 	June 18, 2014	
 	 	 	
*
Dominique Charmot, Ph.D.	  	Director	 	June 18, 2014	
 	 	 	
*
David Mott	  	Chairman of the Board of Directors	 	June 18, 2014	
 	 	 	
*
Gordon Ringold, Ph.D.	  	Director	 	June 18, 2014	
 	 	 	
*
Richard Rodgers	  	Director	 	June 18, 2014	
 	 	 	
*
Peter Schultz, Ph.D.	  	Director	 	June 18, 2014	
 	 	 	 	
*By:	 	/s/ Michael Raab	  	 	 	 	
 	 	Michael Raab
Attorney-in-Fact	  	 	 	 	

EXHIBIT INDEX

EXHIBIT NUMBER	  	DESCRIPTION	
 	 	
  1.1	  	Form of Underwriting Agreement (filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-196090), originally filed with the Securities and Exchange Commission on May 19, 2014 and incorporated by reference herein)	
 	 	
  5.1	  	Opinion of Latham & Watkins LLP	
 	 	
23.1	  	Consent of independent registered public accounting firm	
 	 	
23.2	  	Consent of Latham & Watkins LLP (included in Exhibit 5.1)	
 	 	
24.1	  	Power of Attorney (filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-196090), originally filed with the Securities and Exchange Commission on May 19, 2014 and incorporated by reference herein)	

Exhibit 5.1

 	  	140 Scott Drive	
 	  	Menlo Park, California 94025	
 	  	Tel: +1.650.328.4600 Fax: +1.650.463.2600	
 	  	www.lw.com	
 	 	
 	  	FIRM / AFFILIATE OFFICES	
June 18, 2014

 	  	Abu Dhabi
Barcelona
Beijing
Boston
Brussels
Chicago
Doha
Dubai
Düsseldorf
Frankfurt
Hamburg
Hong Kong
Houston
London
Los Angeles
Madrid	  	Milan
Moscow
Munich
New Jersey
New York
Orange County
Paris
Riyadh
Rome
San Diego
San Francisco
Shanghai
Silicon Valley
Singapore
Tokyo
Washington, D.C.	
Ardelyx, Inc.
34175 Ardenwood Blvd.
Fremont, CA 94555
 
 	Re:	Form S-1 Registration Statement File No. 333-196090 and	
 	  	Registration Statement filed pursuant to Rule 462(b) promulgated	
 	  	under the Securities Act of 1933, as amended.	
Ladies and Gentlemen:
We have acted as special counsel to Ardelyx, Inc., a Delaware corporation (the “Company”), in connection with the registration of shares of the Company’s common stock, $0.0001 par value per share (“ Common Stock ”), pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange Commission (the “ Commission ”) on May 19, 2014 (Registration No. 333-196090) (as amended, the “ Initial Registration Statement ”) and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Act (the “ Post-Effective Amendment ” and together with the Initial Registration Statement, the “ Registration Statement ”). The Post-Effective Amendment relates to the registration of 788,900 shares of Common Stock of the Company (the “ Additional Shares ”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “ Prospectus ”), other than as expressly stated herein with respect to the issuance of the Additional Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “ DGCL ”), and we express no opinion with respect to any other laws.

June 18, 2014
Page 2

 
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Additional Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement filed as an exhibit to the Registration Statement, the issuance and sale of the Additional Shares will have been duly authorized by all necessary corporate action of the Company, and the Additional Shares will be validly issued, fully paid and nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, of Ardelyx, Inc. of our report dated April 11, 2014 (except for the last paragraph of Note 1, as to which the date is June 18, 2014), with respect to the financial statements of Ardelyx, Inc. included in Amendment No. 3 to the Registration Statement (Form S-1 No. 333-196090) and the related Prospectus of Ardelyx, Inc. for the registration of its common stock. We also consent to the reference to our firm under the caption “Experts” in such Registration Statement.
/s/ Ernst & Young LLP
Redwood City, California
June 18, 2014