What changed in this filing

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Item 1. Financial Statements

2025-08-04 compared with 2025-05-01 · 145 added, 110 removed, 428 unchanged (37% of the section changed)

3 unchanged sentences

(in thousands, except share and per share amounts)

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets

8 unchanged sentences

Inventory, non-current 100,984 70,011

Prepaid commercial manufacturing, non-current 3,246 —

Right-of-use assets 5,006 2,380

18 unchanged sentences

500,000,000 shares authorized;

239,201,256 and 238,015,825 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

240,765,516 and 238,015,825 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,085,108 1,058,548

Accumulated deficit ( 945,563 ) ( 885,340 )

Accumulated other comprehensive income 18 57

Accumulated other comprehensive (loss) income ( 38 ) 57

Total stockholders’ equity 139,531 173,289

1 unchanged sentence

The accompanying notes are an integral part of these condensed financial statements.

Table of Content s

ARDELYX, INC.

1 unchanged sentence

(in thousands, except share and per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Product sales, net $ 90,077 $ 72,591 $ 157,891 $ 116,103

25 unchanged sentences

The accompanying notes are an integral part of these condensed financial statements.

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ARDELYX, INC.

1 unchanged sentence

(in thousands, except shares)

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Common Stock Additional Paid-In Capital

Accumulated Deficit

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income/(Loss)

Total Stockholders’ Equity

Shares Amount

Balance as of March 31, 2025 239,201,256 $ 24 $ 1,072,118 $ ( 926,484 ) $ 18 $ 145,676

Issuance of common stock for services 87,256 — 315 — — 315

Issuance of common stock upon exercise of options 391,027 — 988 — — 988

Issuance of common stock upon vesting of restricted stock units 1,085,977 — — — — —

Stock-based compensation — — 11,687 — — 11,687

Unrealized losses on available-for-sale securities — — — — ( 56 ) ( 56 )

Net loss — — — ( 19,079 ) — ( 19,079 )

Balance as of June 30, 2025 240,765,516 $ 24 $ 1,085,108 $ ( 945,563 ) $ ( 38 ) $ 139,531

Six Months Ended June 30, 2025

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income/(Loss)

Total Stockholders’ Equity

Shares Amount

Balance as of December 31, 2024 238,015,825 $ 24 $ 1,058,548 $ ( 885,340 ) $ 57 $ 173,289

Issuance of common stock under employee stock purchase plan 222,734 — 1,015 — — 1,015

Issuance of common stock for services 87,256 — 315 — — 315

Issuance of common stock upon exercise of options 780,990 — 1,455 — — 1,455

3 unchanged sentences

Net loss — — — ( 60,223 ) — ( 60,223 )

Balance as of June 30, 2025 240,765,516 $ 24 $ 1,085,108 $ ( 945,563 ) $ ( 38 ) $ 139,531

Three Months Ended June 30, 2024

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Loss

Total Stockholders’ Equity

Shares Amount

Balance as of March 31, 2024 233,959,744 $ 23 $ 1,023,610 $ ( 872,722 ) $ ( 20 ) $ 150,891

Three Months Ended March 31, 2024

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity

Issuance of common stock for services 40,549 — 257 — — 257

Issuance of common stock upon exercise of options 862,691 — 1,608 — — 1,608

Issuance of common stock upon vesting of restricted stock units 538,414 — — — — —

Stock-based compensation — — 10,769 — — 10,769

Unrealized losses on available-for-sale securities — — — — ( 81 ) ( 81 )

Net loss — — — ( 16,454 ) — ( 16,454 )

Balance as of June 30, 2024 235,401,398 $ 23 $ 1,036,244 $ ( 889,176 ) $ ( 101 ) $ 146,990

Six Months Ended June 30, 2024

Common Stock Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive Income/(Loss)

Total Stockholders’ Equity

Shares Amount

1 unchanged sentence

Issuance of common stock under employee stock purchase plan 253,312 — 1,038 — — 1,038

Issuance of common stock for services 40,549 — 257 — — 257

Issuance of common stock upon exercise of options 1,564,269 — 3,791 — — 3,791

3 unchanged sentences

Net loss — — — ( 42,972 ) — ( 42,972 )

Balance as of March 31, 2024 233,959,744 $ 23 $ 1,023,610 $ ( 872,722 ) $ ( 20 ) $ 150,891

Balance as of June 30, 2024 235,401,398 $ 23 $ 1,036,244 $ ( 889,176 ) $ ( 101 ) $ 146,990

The accompanying notes are an integral part of these condensed financial statements.

Table of Content s

ARDELYX, INC.

1 unchanged sentence

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

22 unchanged sentences

Purchases of property and equipment ( 975 ) ( 281 )

Net cash provided by (used in) investing activities 2,851 ( 2,572 )

Net cash provided by investing activities 37,774 20,961

Financing activities

Proceeds from 2022 Loan Agreement, net of issuance costs — 49,750

Proceeds from 2022 Loan Agreement, net of costs 48,668 49,750

Proceeds from issuance of common stock under equity incentive and stock purchase plans 2,470 4,829

Net cash provided by financing activities 51,138 54,579

Net (decrease) increase in cash and cash equivalents ( 34,124 ) 14,677

Net increase in cash and cash equivalents 25,113 20,420

Cash and cash equivalents at beginning of period 64,932 21,470

5 unchanged sentences

Right-of-use assets obtained in exchange for lease obligations $ 3,880 $ 689

Issuance of common stock for services $ 315 $ 257

The accompanying notes are an integral part of these condensed financial statements.

Table of Content s

ARDELYX, INC .

17 unchanged sentences

These condensed financial statements have been prepared on the same basis as our most recent annual financial statements and, in the opinion of management, reflect all normal and recurring adjustments necessary to present fairly our financial position, results of operations, changes in stockholders’ equity and cash flows for the interim periods presented.

Certain prior year amounts have been reclassified to conform to the current year presentation.

The accompanying condensed financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto included in our 2024 Form 10-K.

The results for the 2025 first quarter are not necessarily indicative of results to be expected for the entire year ending December 31, 2025, or for any other interim period or future year.

The results for the three and six months ended June 30, 2025 are not necessarily indicative of results to be expected for the entire year ending December 31, 2025, or for any other interim period or future year.

Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report on Form 10-Q for definitions of terms used throughout the document.

8 unchanged sentences

2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures .

The amendments in this Update provide more transparency about income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024.

The amendments in this ASU provide more transparency about income tax information through improvements to income tax disclosures, primarily related to the rate reconciliation and income taxes paid information.

For public business entities, the amendments in this ASU are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted on a prospective basis for annual financial statements that have not yet been issued or made available for issuance.

The Company is in the process of evaluating the impact of this new guidance on its disclosures.

The Company anticipates that the adoption of ASU 2023-09 will result in modifications to its income tax disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement (Topic 220) - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses , which requires public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements.

2024-03, Income Statement (Topic 220) - Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses , which requires public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the financial statements.

2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

1 unchanged sentence

The Company is in the process of evaluating the impact of this new guidance on its disclosures.

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CASH, CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

The following table summarizes our cash, cash equivalents and short-term investments:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Gross Unrealized Gross Unrealized

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Realized gains or losses have not been significant and are included in other income, net, in the condensed statements of operations and comprehensive loss.

Unrealized losses as of March 31, 2025 and December 31, 2024 were not material.

We determined that none of our available-for-sale securities were other-than-temporarily impaired as of March 31, 2025 and December 31, 2024, and no investment was in a continuous unrealized loss position for more than one year.

Unrealized losses as of June 30, 2025 and December 31, 2024 were not material.

All of the short-term available-for-sale securities held as of June 30, 2025 and December 31, 2024 had contractual maturities of less than one year.

We determined that none of our available-for-sale securities were other-than-temporarily impaired as of June 30, 2025 and December 31, 2024, and no investment was in a continuous unrealized loss position for more than one year.

Therefore, we believe that it is more likely than not that the investments will be held until maturity or a forecasted recovery of fair value.

Based on our procedures under the expected credit loss model, including an assessment of unrealized losses in our portfolio, we concluded that any unrealized losses on our marketable securities were not attributable to credit and, therefore, we have not recorded an allowance for credit losses for these securities as of March 31, 2025 and December 31, 2024.

See “Cash and Cash Equivalents” and “Short-Term Investments” captions of Note 2.

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Level 3 – Valuations based on unobservable inputs for which there is little or no market data, which require us to develop our own assumptions.

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The following table sets forth the fair value of our financial assets that are measured or disclosed on a recurring basis by level within the fair value hierarchy:

March 31, 2025 December 31, 2024

(in thousands) Total Fair Value

Level 1 Level 2 Level 3 Total Fair Value Level 1 Level 2 Level 3

June 30, 2025 December 31, 2024

(in thousands) Total

Level 1 Level 2 Level 3 Total

Level 1 Level 2 Level 3

Money market funds $ 72,376 $ 72,376 $ — $ — $ 48,650 $ 48,650 $ — $ —

7 unchanged sentences

Fair Value of Debt

The principal outstanding under our term loans is subject to a variable interest rate and therefore, we believe the carrying amount of the term loan approximates fair value as of March 31, 2025 and December 31, 2024.

The principal outstanding under our term loans is subject to a variable interest rate and therefore, we believe the carrying amount of the term loan approximates fair value as of June 30, 2025 and December 31, 2024.

Borrowing for a description of the Level 2 inputs used to estimate the fair value of the liability.

The carrying value of the deferred royalty obligation related to the sale of future royalties approximates its fair value as of March 31, 2025 and December 31, 2024 and is based on our current estimates of future royalties and commercialization milestones expected to be paid to us by Kyowa Kirin over the life of the agreement.

The carrying value of the deferred royalty obligation related to the sale of future royalties approximates its fair value as of June 30, 2025 and December 31, 2024 and is based on our current estimates of future royalties and commercialization milestones expected to be paid to us by Kyowa Kirin over the life of the agreement.

Deferred Royalty Obligation Related to the Sale of Future Royalties for a description of the Level 3 inputs used to estimate the fair value of the liability.

Inventory consisted of the following:

(in thousands) March 31, 2025 December 31, 2024

(in thousands) June 30, 2025 December 31, 2024

Raw materials $ 27,958 $ 30,792

5 unchanged sentences

Total $ 123,259 $ 91,184

Prepaid commercial manufacturing with third-party CMOs not included in inventory was $ 17.1 million and $ 16.4 million as of March 31, 2025 and December 31, 2024, respectively.

There was $ 3.2 million of prepayments expected to be converted into inventory after 12 months as of March 31, 2025, as compared to zero as of December 31, 2024.

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Prepaid commercial manufacturing with third-party CMOs not included in inventory was $ 12.7 million and $ 16.4 million as of June 30, 2025 and December 31, 2024, respectively.

There were no prepayments expected to be converted into inventory after 12 months as of June 30, 2025 and December 31, 2024.

Disaggregation of total revenues by nature is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2025 2024 2025 2024

Product sales, net

$ 90,077 $ 72,591 $ 157,891 $ 116,103

Product supply revenue 6,185 13 6,439 2,139

Licensing revenue 20 19 5,040 36

Non-cash royalty revenue related to the sale of future royalties 1,380 599 2,406 967

Product supply revenue 254 2,126

Total revenues $ 97,662 $ 73,222 $ 171,776 $ 119,245

1 unchanged sentence

Total product sales, net was as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2025 2024 2025 2024

Product sales, net

2 unchanged sentences

Total product sales, net $ 90,077 $ 72,591 $ 157,891 $ 116,103

Product sales, net approximated 91.5 % and 94.5 % of total revenues in the 2025 and 2024 first quarters, respectively.

Product sales, net as a percentage of total revenues

92.2 % 99.1 % 91.9 % 97.4 %

Concentrations

Gross product sales from Customers accounting for more than 10% of total revenues were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Customers (1)

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Credits/payments ( 9,657 ) ( 38,520 ) ( 17,076 ) ( 65,253 )

Balance as of March 31, 2025 $ 1,105 $ 14,905 $ 8,776 $ 24,786

(1) Provisions included approximately $ 3.8 million of favorable adjustment resulting from changes in prior periods’ estimated product returns for XPHOZAH.

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Balance as of June 30, 2025 $ 1,519 $ 21,001 $ 9,543 $ 32,063

(1) Provisions included approximately $ 3.8 million of favorable adjustment in the 2025 first quarter, resulting from changes in prior periods’ estimated product returns for XPHOZAH.

COLLABORATION AND LICENSING AGREEMENTS

4 unchanged sentences

The following table summarizes total revenues by collaboration partner:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

Licensing revenue

$ — $ — $ 5,000 $ —

Total licensing revenue

$ 20 $ 19 $ 5,040 $ 36

Product supply revenue

$ 6,185 $ 13 $ 6,185 $ 2,139

Total supply revenue

8 unchanged sentences

Product supply delivered ( 4,633 ) — ( 1,328 ) —

Deferred revenue balance as of March 31, $ 10,913 $ 8,350 $ 6,586 $ 12,103

Significant developments and updates related to our collaboration and licensing agreements in the 2025 and 2024 first quarters are discussed below.

Reclassify amounts to be recognized in the next twelve months — — 4,244 ( 4,244 )

Deferred revenue balance as of June 30, $ 6,280 $ 12,295 $ 10,829 $ 9,613

Significant developments and updates related to our collaboration and licensing agreements in the six months ended June 30, 2025 and 2024 are discussed below.

In February 2024, Kyowa Kirin announced the launch of tenapanor, marketed as PHOZEVEL ® , for patients with CKD with hyperphosphatemia in Japan.

In the 2024 first quarter, we began to recognize non-cash royalty revenue related to the sale of future royalties, which was remitted to HCR in accordance with the HCR Agreement.

In the three months ended March 31, 2024, we began to recognize non-cash royalty revenue related to the sale of future royalties, which was remitted to HCR in accordance with the HCR Agreement.

In February 2025, we announced the approval of an NDA for tenapanor for the control of hyperphosphatemia in adult patients with CKD undergoing hemodialysis by China’s Center for Drug Evaluation of the NMPA.

This approval triggered a $ 5.0 million milestone to us under the terms of the Fosun Agreement, which was recorded as licensing revenue on our condensed statement of operations and comprehensive loss when earned during the 2025 first quarter and was received in April 2025.

In connection with the AstraZeneca Termination Agreement, we recognized royalty expense as other cost of revenue in our condensed statements of operations and comprehensive loss of $ 8.8 million and $ 4.7 million in the 2025 and 2024 first quarters, respectively.

As of March 31, 2025, we have recognized $ 71.2 million of the total $ 75.0 million outstanding royalty obligation.

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In connection with the AstraZeneca Termination Agreement, we recognized royalty expense as other cost of revenue in our condensed statements of operations and comprehensive loss of $ 3.8 million and $ 12.7 million in the three and six months ended June 30, 2025, and $ 7.9 million and $ 12.6 million in the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, we have fully recognized the $ 75.0 million royalty obligation.

DEFERRED ROYALTY OBLIGATION RELATED TO THE SALE OF FUTURE ROYALTIES

2 unchanged sentences

A summary of financial information related to the HCR Agreement is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in thousands)

2025 2024 2025 2024

Non-cash interest expense related to the sale of future royalties $ ( 2,219 ) $ ( 1,576 ) $ ( 4,290 ) $ ( 3,278 )

5 unchanged sentences

Royalty distributed to HCR

Deferred royalty obligation balance as of March 31, $ 26,522 $ 21,881

( 2,056 ) ( 353 )

Deferred royalty obligation balance as of June 30, $ 27,761 $ 23,104

The following table presents our long-term borrowing under the 2022 Loan Agreement:

(in thousands) March 31, 2025 December 31, 2024 Interest rate

(in thousands) June 30, 2025 December 31, 2024 Interest rate

Term A Loan $ 27,500 $ 27,500 7.95 % + 0.022 % + SOFR (subject to a floor of 1.0 %)

2 unchanged sentences

Term D Loan 50,000 50,000 4.00 % + 0.022 % + SOFR (subject to a floor of 4.7 %)

50,000 — 4.00 % + 0.022 % + SOFR (subject to a floor of 4.7 %)

Total principal 200,000 150,000

6 unchanged sentences

Long-term debt, net of current portion $ 201,446 $ 150,853

The total unaccreted final fee was $ 5.1 million and $ 5.4 million as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025, our total future payment obligation related to the outstanding balance of the term loans, excluding interest payments, was $ 151.3 million, which is due on July 1, 2028.

There have been no changes to the principal, maturity, interest rates, interest payment terms and debt covenants since December 31, 2024.

Borrowing of our 2024 Form 10-K for additional information regarding our 2022 Loan Agreement.

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On June 30, 2025, we entered into an amendment to our 2022 Loan Agreement (the Fifth Amendment), by and among the Company, as borrower, SLR, as collateral agent and the lenders party thereto.

The Fifth Amendment, among other things, (1) provided for the immediate draw of the principal amount of $ 50.0 million (the Term E Loan) on the closing date of the Fifth Amendment and (2) provides us 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 of which is available at the Company’s election through June 30, 2026 (the Term F Loan) and (b) the second of which is available at the Company’s election through December 20, 2026 (the Term G Loan and, together with the Term F Loan, the Incremental Term Loans).

We concluded that the Fifth Amendment was a modification to the 2022 Loan Agreement and is accounted for accordingly.

The interest rate for each of the Incremental Term Loans, if drawn, will be 4.95 % plus the 1-month CME Term SOFR reference rate as published by the CME Term SOFR Administrator on the CME Term SOFR Administrator’s Website, subject to a SOFR floor of 3.50 %.

On the closing date of the Fifth Amendment, we paid (i) a fee of $ 0.3 million 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.

Under the Fifth Amendment, the maturity date for the Term E Loan (and the other outstanding term loans) remains July 1, 2028.

We are permitted to make interest-only payments on the Term E Loan (and the other outstanding term loans) through July 1, 2028.

The maturity date for each of the Incremental Term Loans will be July 1, 2030.

We will be permitted to make interest-only payments on the Incremental Term Loans from the date each of the Incremental Term Loans is drawn through July 1, 2030.

We will be obligated to pay a final fee equal to 3.45 % of the aggregate original principal amount of the Incremental Term Loans, to the extent such loans are funded, upon the earliest of any final termination, acceleration, prepayment or July 1, 2030.

The 2022 Loan Agreement contains certain covenants, including a single financial covenant that the sum of our net product revenue, calculated on a trailing six ( 6 ) month basis, plus unrestricted cash and cash equivalents that are subject to a first-priority perfected lien in favor of SLR, shall be greater than or equal to 100 % of the principal amount outstanding under the 2022 Loan Agreement.

In addition, the 2022 Loan Agreement contains subjective acceleration clauses to accelerate the maturity of outstanding principal amount in the event that a material adverse change has occurred within the business, operations or financial condition of the Company.

As of June 30, 2025, the Company believes that the likelihood of the acceleration of the maturity due to subjective acceleration clauses is remote.

The total unaccreted final fee was $ 7.1 million and $ 5.4 million as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025, our total future payment obligation related to the outstanding balance of the term loans, excluding interest payments, was $ 209.9 million, which is due on July 1, 2028.

The following table provides additional details of our facility leases presented in our condensed balance sheets:

($ in thousands)

Facilities March 31, 2025 December 31, 2024

Facilities June 30, 2025 December 31, 2024

Right-of-use assets $ 5,006 $ 2,380

5 unchanged sentences

The lease costs, which are included in operating expenses in our condensed statements of operations and comprehensive loss, were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2025 2024 2025 2024

Operating lease expense $ 393 $ 1,091 $ 1,370 $ 2,137

Cash paid for operating leases $ 340 $ 1,221 $ 1,387 $ 2,386

The following table summarizes our undiscounted cash payment obligations for our operating lease liabilities as of March 31, 2025:

The following table summarizes our undiscounted cash payment obligations for our operating lease liabilities as of June 30, 2025:

(in thousands)

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Pursuant to the 2023 Open Market Sales Agreement, Jefferies, as sales agent, may receive a commission of up to 3.0 % of the gross sales price for shares of common stock sold under the 2023 Open Market Sales Agreement.

In the 2025 first quarter, we completed no sales pursuant to the 2023 Open Market Sales Agreement.

As of March 31, 2025, we have completed sales pursuant to the 2023 Open Market Sales Agreement, resulting in the issuance of 16.8 million shares of our common stock and receipt of gross proceeds of $ 70.0 million at a weighted average sales price of approximately $ 4.17 .

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In the six months ended June 30, 2025, we completed no sales pursuant to the 2023 Open Market Sales Agreement.

As of June 30, 2025, we have completed sales pursuant to the 2023 Open Market Sales Agreement, resulting in the issuance of 16.8 million shares of our common stock and receipt of gross proceeds of $ 70.0 million at a weighted average sales price of approximately $ 4.17 .

EQUITY INCENTIVE PLANS

1 unchanged sentence

Stock-based compensation expense recognized for stock options, RSUs and our ESPP is recorded as operating expenses in our condensed statements of operations and comprehensive loss, as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands)

2025 2024 2025 2024

Selling, general and administrative $ 9,273 $ 8,460 $ 17,757 $ 14,106

1 unchanged sentence

Total $ 11,687 $ 10,769 $ 23,775 $ 18,385

A summary of our total unrecognized stock-based compensation expense, net of estimated forfeitures, as of March 31, 2025 is as follows:

A summary of our total unrecognized stock-based compensation expense, net of estimated forfeitures, as of June 30, 2025 is as follows:

Unrecognized Compensation Expense

5 unchanged sentences

Stock Options

A summary of our stock option activity and related information for the 2025 first quarter is as follows:

A summary of our stock option activity and related information for the six months ended June 30, 2025 is as follows:

Number of Shares

4 unchanged sentences

Options forfeited or canceled ( 2,387 ) $ 7.14

Balance as of March 31, 2025 30,987 $ 5.57

Exercisable as of March 31, 2025 15,715 $ 5.45

Balance as of June 30, 2025 29,790 $ 5.51

Exercisable as of June 30, 2025 16,282 $ 5.41

Restricted Stock Units

A summary of our RSUs activity and related information for the 2025 first quarter is as follows:

A summary of our RSUs activity and related information for the six months ended June 30, 2025 is as follows:

Number of RSUs

4 unchanged sentences

Forfeited ( 1,286 ) $ 5.99

Non-vested restricted stock units as of March 31, 2025 14,108 $ 5.94

Non-vested restricted stock units as of June 30, 2025 12,976 $ 5.80

Employee Stock Purchase Plan

During the 2025 first quarter, we issued approximately 0.2 million shares of our common stock under the ESPP.

During the six months ended June 30, 2025, we issued approximately 0.2 million shares of our common stock under the ESPP.

The shares were purchased by employees at an average purchase price of $ 4.56 per share, resulting in proceeds to us of approximately $ 1.0 million.

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Issuance of Common Stock for Services

During the 2025 first quarter, we issued no shares of our common stock to members of the board of directors who elected to receive stock in lieu of their cash fees under our Non-Employee Director Compensation Program.

During the six months ended June 30, 2025, we issued 0.1 million shares of our common stock to members of the board of directors who elected to receive stock in lieu of their cash fees under our Non-Employee Director Compensation Program.

SEGMENT REPORTING

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Detailed information regarding our single operating segment’s significant revenues, expenses and operating loss is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

1 unchanged sentence

Other revenues (1)

7,585 631 13,885 3,142

Total revenues 97,662 73,222 171,776 119,245

3 unchanged sentences

Research and development (2)

12,661 9,691 23,203 17,481

Selling expenses (2)

1 unchanged sentence

General and administrative expenses (2)

13,704 10,560 27,608 19,529

Stock-based compensation 11,687 10,769 23,775 18,385

Other segment expenses (3)

3,650 4,556 8,476 8,902

Total operating expenses 99,654 77,416 197,814 140,989

5 unchanged sentences

(2) Research and development, selling and general administrative expenses herein do not include certain allocated items, such as stock-based compensation expenses.

(3) “Other segment expenses” primarily consists of allocated facilities, information technology and employee costs of approximately $ 4.7 million and $ 3.7 million for the 2025 and 2024 first quarters, respectively.

(3) “Other segment expenses” primarily consists of allocated facilities, information technology and employee costs of approximately $ 3.2 million and $ 7.9 million for the three and six months ended June 30, 2025, and $ 4.6 million and $ 8.3 million for the three and six months ended June 30, 2024, respectively.

(4) “Other reconciliation items” includes interest expense, non-cash interest expense related to the sale of future royalties, provision for income taxes and other income, net.

2 unchanged sentences

Diluted net loss per common share is computed giving effect to all potential dilutive common shares, including common stock issuable upon exercise of stock options, unvested restricted stock units and ESPP shares issuable pursuant to the current purchase period.

As we had net losses for the 2025 and 2024 first quarters, all potential common shares were determined to be anti-dilutive during those periods.

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As we had net losses for the six months ended June 30, 2025 and 2024, all potential common shares were determined to be anti-dilutive during those periods.

The following table sets forth the computation of net loss per common share:

(in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net loss $ ( 19,079 ) $ ( 16,454 ) $ ( 60,223 ) $ ( 42,972 )

3 unchanged sentences

The total numbers of securities that could potentially dilute net income per share in the future that were not considered in the diluted net loss per share calculations because the effect would have been anti-dilutive were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) 2025 2024 2025 2024

4 unchanged sentences

COMMITMENTS AND CONTINGENCIES

On July 30 and August 12, 2021, two putative securities class action lawsuits were commenced in the U.S.

District Court for the Northern District of California naming as defendants Ardelyx and two current officers captioned Strezsak v.

Ardelyx, Inc., et al., Case No.

4:21-cv-05868-HSG, and Siegel v.

Ardelyx, Inc., et al., Case No.

5:21-cv-06228-HSG (together, the Securities Class Actions).

The complaints allege that the defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the Exchange Act), as amended, and Rule 10b-5 thereunder, by making false and misleading statements and omissions of material fact related to tenapanor.

The plaintiffs seek damages and interest, and an award of costs, including attorneys’ fees.

On July 19, 2022, the court consolidated the two putative class actions and appointed a lead plaintiff and lead counsel.

The lead plaintiff filed a second amended complaint under which the plaintiffs seek to represent all persons who purchased or otherwise acquired Ardelyx securities between March 6, 2020 and July 19, 2021.

Defendants filed a motion to dismiss the amended complaint on June 2, 2023.

On March 22, 2024, the court granted defendants’ motion to dismiss.

The court provided plaintiffs a third opportunity to amend and plaintiffs filed a third amended complaint on April 19, 2024.

Defendants filed a motion to dismiss the third amended complaint on June 3, 2024.

The case was dismissed with prejudice on September 12, 2024.

On October 9, 2024, plaintiff appealed the District Court’s dismissal of the case to the Ninth Circuit.

While we believe the plaintiffs’ claims are without merit, we reached a settlement in the case on February 21, 2025 for an immaterial amount and the case was voluntarily dismissed on March 5, 2025.

On December 7, 2021 and March 29, 2022, two verified shareholders derivative lawsuits were filed in the U.S.

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Raab, et al., Case No.

4:22-cv-01988-JSC.

4:22-cv-01988-JSC (together, the Go and Morris actions).

The complaints allege that the defendants’ violations of Section 14(a) of the Securities Exchange Act of 1934, as amended, breaches of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets for personally making and/or causing Ardelyx to make materially false and misleading statements regarding the Company’s business, operations and prospects.

The complaint seeks contribution under Sections 10(b) and 21D of the Securities Exchange Act of 1934 from two executive officers.

On January 19, and April 27, 2022, the court granted the parties’ stipulation to stay the Go and Morris actions, respectively, until resolution of the anticipated motion(s) to dismiss in the Securities Class Actions.

On January 19, and April 27, 2022, the court granted the parties’ stipulation to stay the Go and Morris actions, respectively, until resolution of the motion(s) to dismiss in the lawsuits captioned Strezsak v.

Ardelyx, Inc., et al., Case No.

4:21-cv-05868-HSG, and Siegel v.

Ardelyx, Inc., et al., Case No.

5:21-cv-06228-HSG (together, the Securities Class Actions).

On October 25, 2022, the parties filed a stipulation to consolidate and stay the Go and Morris actions, and on October 27, 2022, the court consolidated the Go and Morris action and stayed the consolidated action pending resolution of the anticipated motion(s) to dismiss in the Securities Class Action.

The Securities Class Action was voluntarily dismissed on March 5, 2025.

We believe the plaintiffs’ claims are without merit.

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The Securities Class Actions were voluntarily dismissed on March 5, 2025.

The court dismissed the Go and Morris actions on April 30, 2025.

On July 17, 2024, in partnership with the AAKP and the NMQF, we filed a lawsuit in the U.S.

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Both Appellees and Appellants filed a final brief on April 10, 2025.

Oral argument in the case has been scheduled for September 25, 2025.

On August 16, 2024, a complaint was filed against us in the U.S.

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The Court appointed Tate Wood as lead plaintiff on October 30, 2024.

Lead Plaintiff filed an amended complaint on January 13, 2025, in which he added Susan Rodriguez, Laura Williams and Elizabeth Grammer as additional defendants and removed Justin Renz as a defendant.

Lead Plaintiff purports to bring claims on behalf of all those who acquired Ardelyx common stock between February 22, 2024 and July 1, 2024.

The lead plaintiff filed an amended complaint on January 13, 2025, in which he added Susan Rodriguez, Laura Williams and Elizabeth Grammer as additional defendants and removed Justin Renz as a defendant.

The lead plaintiff purports to bring claims on behalf of all those who acquired Ardelyx common stock between February 22, 2024 and July 1, 2024.

Defendants filed a motion to dismiss the amended complaint on March 14, 2025.

We believe the plaintiff’s claims are without merit.

Plaintiffs filed a response on May 13, 2025.

Defendants filed a reply to plaintiffs’ response on June 23, 2025.

We believe the plaintiffs’ claims are without merit.

On September 6 and 13, 2024, certain Ardelyx shareholders filed two verified derivative complaints purportedly on behalf of the Company in the United States District Court for the District of Massachusetts alleging violations of Sections 10(b) and/or 14(a) of the Exchange Act, breaches of fiduciary duty, unjust enrichment, waste, and aiding and abetting breaches of fiduciary duty against certain members of our board of directors and management based on substantially the same factual allegations in the Yarborough Action.

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From time to time, we may be involved in legal proceedings arising in the ordinary course of business.

As of March 31, 2025, there is no litigation pending that would reasonably be expected to have a material adverse effect on our results of operations and financial condition.

As of June 30, 2025, there is no litigation pending that would reasonably be expected to have a material adverse effect on our results of operations and financial condition.

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-Q

Item 1. Financial Statements