What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-03-02 · 79 added, 28 removed, 214 unchanged (33% of the section changed)

3 unchanged sentences

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including the CEO and the CFOO, to allow timely decisions regarding required disclosures.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

relationship of possible controls and procedures.

Based on this evaluation, our CEO and CFOO concluded that, as of December 31, 2023, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

1 unchanged sentence

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFOO, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of our company;

6 unchanged sentences

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

Our independent registered public accounting firm, Ernst & Young LLP, has audited our Financial Statements included in Item 8 of this Annual Report on Form 10-K and have issued a report on our internal control over financial reporting as of December 31, 2023.

Their report on the audit of internal control over financial reporting appears below.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Ardelyx, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Ardelyx, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Ardelyx, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the balance sheets of Ardelyx, Inc.

as of December 31, 2023 and 2022, the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes, and our report dated February 22, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 22, 2024

OTHER INFORMATION

Trading Plans

During the three months ended December 31, 2023, our Section 16 officers and directors adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities as noted below:

Name and Title of Director or Officer

Action Date Trading Arrangement Total Shares Available to be Sold

Expiration Date

Rule 10b5-1* Non-Rule 10b5-1**

Michael Raab , President and Chief Executive Officer

Adoption December 13, 2023 X

331,300 January 6, 2025

Elizabeth Grammer , Chief Legal Officer

Adoption December 20, 2023 X

131,000 July 16, 2024

Robert Blanks , Chief Regulatory Officer

Adoption December 21, 2023 X

48,000 June 21, 2024

Laura Williams , Chief Medical Officer

Adoption December 27, 2023 X 79,949 March 27, 2024

*Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c)

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

12 unchanged sentences

The information required by this item regarding certain relationships and related transactions and director independence will be incorporated by reference to the information set forth in the sections titled “Certain Relationships and Related Party Transactions” and “Election of Directors”, respectively, in our Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item regarding principal accountant fees and services will be incorporated by reference to the information set forth in the section titled “Principal Accountant Fees and Services” in our Proxy Statement.

7 unchanged sentences

FORM 10-K SUMMARY

Exhibit Index

Exhibit Index [IN PROCESS]

Number Incorporated by Reference Filed

2 unchanged sentences

8-K 6/24/2014 3.1

3.2 C ertificate of Amendment to Amended and Restated Certificate of Incorporation

8-K 6/20/2023 3.1

3.3 Amended and Restated Bylaws

22 unchanged sentences

and 34175 Ardenwood Venture, LLC

3/2/2023 10.2(e)

10.2(f) Fifth Amendment to Lease, dated May 25, 2021, by and between Ardelyx, Inc.

1 unchanged sentence

8-K 6/1/2021 10.1

Number Incorporated by Reference Filed

Exhibit Description Form Date Number

10.3 Lease Agreement, dated December 30, 2020, by and between Ardelyx, Inc.

4 unchanged sentences

S-1 5/19/2014 10.5(a)

Number Incorporated by Reference Filed

Exhibit Description Form Date Number

10.4(b)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2008 Stock Incentive Plan, as amended

14 unchanged sentences

2016 Employment Commencement Incentive Plan

S-8 11/10/2016 99.1

10.7(b)# Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Employment Commencement Incentive Plan

42 unchanged sentences

10-Q 8/6/2020 10.4

10.20(a)# Non-Employee Director Compensation Program

S-1/A 6/9/2014 10.21

10.20(b)# Description of amendments to Non-Employee Director Compensation Program

8-K 3/9/2017 N/A

10.20(c)# Amended and Restated Non-Employee Director Compensation Program.

Second Amended and Restated Non-Employee Director Compensation Program

10-Q 8/4/2022 10.3

1 unchanged sentence

Exhibit Description Form Date Number

10.20(d)# Second Amended and Restated Non-Employee Director Compensation Program

10-Q 8/4/2022 10.3

10.21(a)†† License Agreement, dated November 27, 2017, by and between Kyowa Hakko Kirin Co.

Third Amended and Restated Non-Employee Director Compensation P rogram

10.21(a)†† License Agreement, dated November 27, 2017, by and between Kyowa Hakko Kirin Co., Ltd.

and Ardelyx, Inc.

1 unchanged sentence

10.21(b) Amendment Number 1 to License Agreement, dated as of November 27, 2017, by and among Ardelyx, Inc., and Kyowa Kirin Co., Ltd.

3/2/2023 10.21(c)

10.21(c)†† Amendment Number 2 to License Agreement, dated as of April 11, 2022, by and among Ardelyx, Inc., and Kyowa Kirin Co., Ltd.

14 unchanged sentences

and SLR Investment Corp.

3/2/2023 10.24(c)

T hird A mendment to the Loan and Security Agreement dated October 17, 2023, by and between Ardelyx , Inc.

and SLR Investment Corp.

10/18/2023 10.1

10.25 Exit Fee Agreement dated February 23, 2022, by and between Ardelyx, Inc.

19 unchanged sentences

32.1 Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a‑14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C §1350

Policy for Recovery of Erroneously Awarded Compensation

101.SCH Inline XBRL Taxonomy Extension Schema Document — X

11 unchanged sentences

Ardelyx, Inc.

March 2, 2023 By:

February 22, 2024 By:

/s/ Robert Felsch

8 unchanged sentences

(Principal Executive Officer)

March 2, 2023

February 22, 2024

/s/ Justin Renz Chief Financial and Operations Officer

(Principal Financial Officer)

March 2, 2023

February 22, 2024

/s/ Robert Felsch Chief Accounting Officer

(Principal Accounting Officer)

March 2, 2023

February 22, 2024

Robert Felsch

/s/ David Mott Chairman of the Board of Directors March 2, 2023

/s/ Robert Bazemore Director March 2, 2023

/s/ David Mott Chairman of the Board of Directors February 22, 2024

/s/ Robert Bazemore Director February 22, 2024

Robert Bazemore

/s/ William Bertrand, Jr.

Director March 2, 2023

Director February 22, 2024

William Bertrand, Jr., J.D.

/s/ Muna Bhanji Director March 2, 2023

/s/ Muna Bhanji Director February 22, 2024

Muna Bhanji, R.Ph

/s/ Geoffrey A.

Block Director March 2, 2023

/s/ Onaiza Cadoret-Manier Director March 2, 2023

/s/ Onaiza Cadoret-Manier Director February 22, 2024

Onaiza Cadoret-Manier

Lundberg Director March 2, 2023

Lundberg Director February 22, 2024

Lundberg, Ph.D.

/s/ Richard Rodgers Director March 2, 2023

/s/ Richard Rodgers Director February 22, 2024

Richard Rodgers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures