aibioArdelyx files automatic shelf with $100,000,000 ATM sales agreement supplement
Tickers ARDX
Jefferies LLC is the sales agent for up to $100,000,000 of common stock. A second Jefferies program, dated January 18, 2023, may still sell up to approximately $80.0 million.
Key facts
- Company
- Ardelyx, Inc. (NASDAQ: ARDX)
- News type
- Financings
- Primary source
- Ardelyx, Inc. S-3ASR (2025-11-03)
The new shelf and the sales agent
Ardelyx, Inc. filed an automatic shelf registration statement on Form S-3ASR with the Securities and Exchange Commission on November 3, 2025. The company filed as a well-known seasoned issuer. The base prospectus covers common stock, preferred stock, debt securities, warrants and units that Ardelyx may offer from time to time.
The filing also includes a prospectus supplement for an "at the market offering" of up to $100,000,000 of common stock. The company entered into an Open Market Sale Agreement dated November 3, 2025 with Jefferies LLC, which acts as sales agent. Jefferies is not required to sell any specific amount, and it acts using commercially reasonable efforts on terms agreed between it and the company. The filing says there is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The compensation to Jefferies is up to 3.0% of the gross proceeds of any shares sold under the agreement. Jefferies is deemed an underwriter under the Securities Act, and its compensation is treated as underwriting commissions or discounts. Ardelyx has agreed to provide indemnification and contribution to Jefferies for certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934.
The filing says Jefferies and its affiliates have provided, and may in the future provide, investment banking, commercial banking, financial advisory and other financial services to the company, for which they have received and may receive customary fees. Latham & Watkins LLP is counsel to Ardelyx. Davis Polk & Wardwell LLP represents Jefferies in connection with the offering.
A second Jefferies program
Ardelyx already has an at-the-market program with Jefferies. The Open Market Sale Agreement dated January 18, 2023 allowed sales of up to approximately $80.0 million of common stock between September 30, 2025 and January 25, 2026. The supplement says its dilution figures do not take those possible sales into account. The supplement does not give a running total for sales under the 2023 agreement, so the size of the older program's use is not disclosed in this filing.
Dilution and the share count
The dilution figures are based on 242,971,838 shares of common stock outstanding as of September 30, 2025. They exclude 30,142,785 shares issuable on exercise of outstanding stock options with a weighted-average exercise price of $5.52 per share, and 13,823,908 shares issuable on settlement of outstanding restricted stock units. The filing also excludes 15,688,523 shares reserved for future awards under the equity incentive plan and 3,282,591 shares reserved under the employee stock purchase plan.
The supplement assumes a public offering price of $6.06 per share, which was the last reported sale price on the Nasdaq Global Market on October 31, 2025. It says the actual number of shares issued will vary with the sales price.
The stated use of proceeds is general corporate purposes and working capital.
The business behind the program
Ardelyx sells two products in the United States. IBSRELA, for irritable bowel syndrome with constipation, produced approximately $158.3 million in net revenue in 2024, an increase of $78.2 million over 2023, according to the annual report for 2024 filed February 20, 2025. XPHOZAH, approved in October 2023 to reduce serum phosphorus in adults with chronic kidney disease on dialysis, recorded approximately $160.9 million in net revenue in 2024, its first full year.
The annual report names Linzess, Amitiza and Trulance as the main prescription competitors for IBSRELA, and notes that generic lubiprostone is also available in the United States. It says the company expects to keep incurring operating losses for the foreseeable future as it invests in both products and in tenapanor manufacturing and development. It also says the company has funded its operations from sales of common stock, product sales, collaboration partners, loan agreements with SLR, and sales of future royalties to HCR.
The filing gives no timetable for sales under the new program.