UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1830, 2025

ARDELYX, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-36485	26-1303944
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

400 FIFTH AVE., SUITE 210, WALTHAM, MASSACHUSETTS 02451

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (510) 745-1700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001

ARDX

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. o

Item 5 1.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Approval~~On ofJune 30, 2025, Ardelyx, Inc. (the “Company”) entered into a Fifth Amendment (the “Fifth Amendment”) to the ~~Amended~~Loan and ~~Restated~~Security ~~2014~~Agreement, ~~Equity~~dated ~~Incentive~~February ~~Award~~23, ~~Plan~~2022, by and among the Company, as borrower, SLR Investment Corp. (“SLR”), as collateral agent and the lenders party thereto.

OnThe ~~April~~Fifth 28Amendment, ~~2025~~among other things, (1) provided for the ~~Board~~immediate draw of ~~Directors~~the principal amount of $50.0 million (the “~~Board~~Term E Loan”) on the closing date of ~~Ardelyx,~~the ~~Inc.~~Fifth Amendment and (2) provides the “Company”) ~~approved~~with the option to draw an additional $100.0 million of committed senior secured term loans, consisting of two separate term loans, each in a principal amount of $50.0 million: (a) the first ~~amendment~~of which is available at the Company’s election through June 30, 2026 (the “~~Equity~~Term ~~Plan~~F ~~Amendment~~Loan”) toand (b) the second of which is available at the Company’s ~~Amended~~election through December 20, 2026 (the “Term G Loan” and, ~~Restated~~together ~~2014~~with ~~Equity~~the ~~Incentive~~Term ~~Award~~F ~~Plan~~Loan, (the “~~Restated~~Incremental ~~Plan~~Term Loans”).

AtThe ~~the~~interest ~~2025~~rate ~~Annual~~for ~~Meeting of Stockholders of~~ the ~~Company~~Term ~~held~~E onLoan ~~June~~is ~~18,~~4.00% ~~2025~~plus ~~(the~~a ~~“2025~~rate ~~Annual~~equal ~~Meeting”),~~to ~~the stockholders of the Company approved the Equity Plan Amendment~~0.022% Aplus ~~description of~~ the ~~Equity~~1-month ~~Plan~~SOFR ~~Amendment~~reference israte, ~~set~~subject ~~forth~~to ina ~~the~~SOFR ~~Company’s~~floor ~~Definitive~~of ~~Proxy Statement on Schedule 14A filed with the U~~4.S70%. ~~Securities~~The ~~and~~interest ~~Exchange~~rate ~~Commission~~for onthe ~~April~~Incremental 30Term Loans, ~~2025~~if ~~(the “Proxy Statement”)~~drawn, ~~which~~will ~~description~~be ~~is incorporated herein by reference~~4.95% ~~The~~plus ~~description~~the is1-month ~~qualified~~SOFR inreference ~~its~~rate ~~entirety~~subject ~~by reference~~ to ~~the~~a ~~full~~SOFR ~~text~~floor of ~~the Equity Plan Amendment, a copy of which is filed as Exhibit 10~~3.~~1 to this Form 8-K and is incorporated by reference herein~~50%.

~~Item~~On ~~5.07 Submission~~the effective date of ~~Matters~~the toFifth Amendment, the Company paid (i) a ~~Vote~~fee of ~~Security~~$250 ~~Holders~~thousand in connection with the funding of the Term E Loan, and (ii) a facility fee of $1.0 million with respect to the Incremental Term Loans.

OnThe ~~June~~maturity ~~18,~~date ~~2025,~~for the ~~Company~~Term ~~held~~E ~~its~~Loan ~~2025~~(and ~~Annual~~the ~~Meeting~~other ~~virtually.~~existing ~~Only~~term ~~stockholders~~loans) ofremains ~~record~~July at1, 2028 (the ~~close~~“Maturity ofDate ~~business~~for onthe ~~April~~Existing ~~21,~~Term ~~2025,~~Loans”). ~~the~~The ~~record~~Company ~~date~~is ~~for~~permitted ~~the~~to ~~2025~~make ~~Annual~~interest-only ~~Meeting,~~payments ~~were~~on ~~entitled~~the toTerm ~~vote.~~E AsLoan ofthrough the ~~record~~Maturity ~~date,~~Date ~~239,255,212~~for ~~shares~~the ofExisting ~~the~~Term ~~Company’s~~Loans. ~~common~~The ~~stock~~maturity ~~were~~date ~~outstanding~~for ~~and~~each ~~entitled~~of tothe ~~vote~~Incremental atTerm ~~the~~Loans ~~2025~~will ~~Annual~~be ~~Meeting.~~July At1, 2030 (the ~~2025~~“Maturity ~~Annual~~Date ~~Meeting,~~for ~~187,162,927~~the ~~shares~~Incremental ofTerm ~~the~~Loans”). The Company’s ~~common~~will ~~stock~~be ~~were~~permitted ~~voted~~to inmake ~~person~~interest-only orpayments byon ~~proxy~~the ~~for~~Incremental ~~the~~Term ~~four~~Loans ~~proposals~~from ~~set~~the ~~forth~~date ~~below,~~the ~~each~~Incremental ofTerm ~~which~~Loan is ~~described~~drawn inthrough the ~~Proxy~~Maturity ~~Statement.~~Date for the Incremental Term Loans.

~~Proposal~~The NoCompany is obligated to pay a final fee equal to 4.95% 1of the Term E Loan upon the earliest to occur of (i) the Maturity Date for the Existing Loans, (ii) the acceleration of the Term E Loan, and (iii) the prepayment, refinancing, substitution, or replacement of the Term E Loan. A non-refundable ~~Election~~final fee will be payable upon the earlier of ~~Directors~~any final termination, acceleration, prepayment, or the Maturity Date for the Incremental Term Loans, equal to 3.45% of the original principal amount of the Incremental Term Loans funded.

The ~~Company’s~~above ~~stockholders~~summaries ~~elected~~of the ~~Class~~material IIterms ~~director~~of ~~nominees~~the ~~below~~Fifth toAmendment ~~the~~do ~~Company’s~~not ~~Board~~purport to ~~hold~~be ~~office~~complete ~~until~~and are qualified in their entirety by reference to the ~~2028~~Fifth ~~Annual~~Amendment, ~~Meeting~~a copy of ~~Stockholders~~which oris ~~until~~filed ~~their~~as ~~successors~~Exhibit ~~are~~10.1, ~~elected~~respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Class II Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
David Mott	92,980,144	50,072,757	44,110,026
Michael Raab	101,193,605	41,859,296	44,110,026

Proposal No. 2 - Approval, on a non-binding, advisory basis, of the Say-On-Pay proposal

The Company’s stockholders approved, on a non-binding, advisory basis, the Say-On-Pay proposal.

Votes For			Votes Against			Abstentions			Broker Non-Votes
131,263,613			11,095,853			693,435			44,110,026

Proposal No. 3 - Ratification of Selection of Independent Registered Accounting Firm

The Company’s stockholders ratified the selection, by the Audit Committee of the Board, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.

Votes For			Votes Against			Abstentions			Broker Non-Votes
182,486,952			3,232,406			1,443,569			—

Proposal No. 4 - Approval of the Equity Plan Amendment

The Company’s stockholders approved the Equity Plan Amendment.

Votes For			Votes Against			Abstentions			Broker Non-Votes
85,037,734			57,441,932			573,235			44,110,026

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						~~First~~Fifth Amendment to Loan and Security Agreement, dated June 30, 2025, by and among the ~~Ardelyx~~Company, ~~Inc~~SLR Investment Corp., ~~Amended~~as ~~and~~collateral ~~Restated~~agent, ~~2014~~and ~~Equity~~the ~~Incentive~~lenders ~~Award~~party ~~Plan~~thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 18, 2025	ARDELYX, INC.
Date: July 3, 2025	ARDELYX, INC.
	By:	/s/ ~~Elizabeth~~Justin ~~Grammer~~A. Renz
		Elizabeth Grammer
		Justin A. Renz
		Chief Legal and Administrative Officer
		Chief Financial and Operations Officer

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