Ardelyx Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$ARDX
Biotechnology: Pharmaceutical Preparations
Health Care
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): April 28, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (510 ) 745-1700
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 28, 2025, the Company appointed Merdad Parsey, M.D., Ph.D, as a member of the Board of Directors (the “Board”) of Ardelyx, Inc., a Delaware corporation (the “Company”), effective immediately, to serve as a Class I director until the Company’s 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Following Dr. Parsey’s appointment, the Class I directors will consist of William Bertrand, Jr., Esq., Onaiza Cadoret-Manier and Dr. Parsey.
Dr. Parsey was also appointed to serve as a member of the Nominating and Corporate Governance Committee of the Board effective June 18, 2025. Following Dr. Parsey’s appointment, the Nominating and Corporate Governance Committee will consist of William Bertrand, Jr., Esq., as chairman, Onaiza Cadoret-Manier and Dr. Parsey.
The Board has determined that Dr. Parsey is independent as defined in Listing Rule 5605 of the Nasdaq Stock Market LLC for purposes of serving on the Board. Pursuant to the Company’s Non-Employee Director Compensation Program (the “Director Compensation Program”), upon his appointment to the Board, Dr. Parsey will automatically be granted an option to purchase shares of the Company’s common stock (the “Option”) with a grant date fair value of approximately $225,000 and restricted stock units (the “RSUs”) with a grant date fair value of approximately $225,000. The shares subject to Dr. Parsey’s Option will have a per share exercise price equal to the last reporting sale price reported by the Nasdaq Stock Market on the date of grant, and the Option will vest over three years in substantially equal installments on each monthly anniversary of the grant date for so long as Dr. Parsey remains on the Board through each such vesting date. The RSUs will vest over three years in substantially equal installments on each of the Company’s designated quarterly RSU vest dates following the date of grant. In addition, Dr. Parsey will be entitled to receive annual cash retainers in the amount of $50,000 per year for his service on the Board and $5,000 per year for his service on the Nominating and Governance Committee and any other compensation provided pursuant to the Director Compensation Program.
The Company intends to enter into its standard form of indemnification agreement with Dr. Parsey.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 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: April 29, 2025 | ARDELYX, INC. | |||||||
| By: | /s/ Justin A. Renz | |||||||
| Justin A. Renz | ||||||||
| Chief Financial and Operations Officer | ||||||||