RLYP Документы SEC - Relypsa, Inc.- Годовой отчет, доверенное заявление, проспект эмиссии

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1416792

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Relypsa, Inc.

SEC Filings (Chronological Order)

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February 14, 2017	SC 13G/A	RLYP / Relypsa, Inc. / JHL Capital Group LLC - 13G/A Passive Investment SC 13G/A 1 rlyp123116a1.htm 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Relypsa, Inc. (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 759531106 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to
February 14, 2017	SC 13G/A	RLYP / Relypsa, Inc. / DELPHI VENTURES VII L P - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 2)* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statemen
October 7, 2016	SC 13G/A	RLYP / Relypsa, Inc. / HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. - SC 13G/A Passive Investment SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A (Rule 13d-102) (Amendment No.
September 12, 2016	15-12B	Relypsa 15-12B 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name of Registrant as specified in its
September 6, 2016	S-8 POS	Relypsa S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 6, 2016 Registration No.
September 6, 2016	S-8 POS	Relypsa S-8 POS S-8 POS 1 d223345ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 6, 2016 Registration No. 333-192441 Registration No. 333-202678 Registration No. 333-206163 Registration No. 333-209724 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-192441 POST-EFFECTIVE AMENDMENT
September 6, 2016	S-8 POS	Relypsa S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 6, 2016 Registration No.
September 6, 2016	S-8 POS	Relypsa S-8 POS S-8 POS As filed with the Securities and Exchange Commission on September 6, 2016 Registration No.
September 6, 2016	POS AM	Relypsa POS AM As filed with the Securities and Exchange Commission on September 6, 2016 Registration No.
September 6, 2016	POS AM	Relypsa POS AM POS AM As filed with the Securities and Exchange Commission on September 6, 2016 Registration No.
September 1, 2016	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RELYPSA, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RELYPSA, INC. FIRST: The name of the corporation (the ?Corporation?) is Relypsa, Inc. SECOND: The address of the Corporation?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the Corporation?s registered agent at s
September 1, 2016	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Form 8-K 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): September 1, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commissio
September 1, 2016	EX-3.2	AMENDED AND RESTATED BYLAWS RELYPSA, INC. ARTICLE I - MEETINGS OF STOCKHOLDERS EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RELYPSA, INC. ARTICLE I - MEETINGS OF STOCKHOLDERS Section 1.1 Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors from time to t
September 1, 2016	SC 14D9/A	Relypsa SC 14D9/A SC 14D9/A 1 d248675dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 5) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Secur
September 1, 2016	SC TO-T/A	Relypsa SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR PHARMA USA INC. (Offeror) An Indirect Wholly Owned Subsidiary of GALENICA AG (Offeror) (Names of Filing Persons (identify
September 1, 2016	EX-99.(A)(5)(H)	Investor Relations, Galenica Group: Jörg Kneubühler, CFO EX-99.(A)(5)(H) 2 d222661dex99a5h.htm EX-99.(A)(5)(H) Exhibit (a)(5)(H) PRESS RELEASE Date 1 September 2016 Contact Investor Relations, Galenica Group: Jörg Kneubühler, CFO Media Relations, Galenica Group: Christina Hertig, Head Corporate Communications Media Relations, Vifor Pharma: Beatrix Benz, Head Global Communications & Public Affairs Subject Galenica announces Expiration of Cash Tender Offe
August 25, 2016	SC TO-T/A	Relypsa SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR PHARMA USA INC. (Offeror) An Indirect Wholly Owned Subsidiary of GALENICA AG (Offeror) (Names of Filing Persons (identify
August 25, 2016	SC TO-T/A	Relypsa SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR PHARMA USA INC. (Offeror) An Indirect Wholly Owned Subsidiary of GALENICA AG (Offeror) (Names of Filing Persons (identify
August 25, 2016	SC 14D9/A	Relypsa SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 759531106 (CUSIP Number o
August 25, 2016	SC 14D9/A	Relypsa SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 759531106 (CUSIP Number o
August 24, 2016	SC TO-T/A	Relypsa SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR PHARMA USA INC. (Offeror) An Indirect Wholly Owned Subsidiary of GALENICA AG (Offeror) (Names of Filing Persons (identify
August 24, 2016	SC 14D9/A	Relypsa SC 14D9/A SC 14D9/A 1 d246691dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Secur
August 17, 2016	SC 14D9/A	Relypsa SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 759531106 (CUSIP Number o
August 17, 2016	CORRESP	Relypsa ESP August 17, 2016 VIA EDGAR TRANSMISSION AND FEDERAL EXPRESS Nicholas P. Panos Senior Special Counsel 140 Scott Drive Menlo Park, California 94025 Tel: +1.650.328.4600 Fax: +1.650.463.2600 www.lw.com FIRM / AFFILIATE OFFICES Barcelona Moscow Beijing Munich Boston New Jersey Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf Rome Frankfurt San Diego Hamburg San Francis
August 17, 2016	SC TO-T/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RELYPSA, INC. (Name of Subject Compa SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR PHARMA USA INC. (Offeror) An Indirect Wholly Owned Subsidiary of GALENICA AG (Offeror) (Names of Filing Persons (identify
August 17, 2016	CORRESP	250 VESEY STREET • NEW YORK, NEW YORK 10281.1047 TELEPHONE: +1.212.326.3939 • FACSIMILE: +1.212.755.7306 CORRESP 250 VESEY STREET • NEW YORK, NEW YORK 10281.1047 TELEPHONE: +1.212.326.3939 • FACSIMILE: +1.212.755.7306 DIRECT NUMBER: (212) 326-8319 [email protected] JP843204 August 17, 2016 Mr. Nicholas P. Panos Senior Special Counsel Securities and Exchange Commission Office of Mergers and Acquisitions 100 F Street, N.E. Washington, D.C. 20549-3628 Re: Relypsa, Inc. Schedule TO-T Filed August 4,
August 10, 2016	EX-24.1	POWER OF ATTORNEY EX-24.1 2 poamontgomery.htm POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive Officer of Relypsa, Inc., a Delaware corporation (the "Company"), who is currently John A. Orwin, (ii) the Company's Chief Financial Officer, who is currently Kristine M. Ball, and (iii) the Company's General Counsel, who is currently Ronald
August 10, 2016	EX-24.1	POWER OF ATTORNEY EX-24.1 2 poamontgomery.htm POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of (i) the Chief Executive Officer of Relypsa, Inc., a Delaware corporation (the "Company"), who is currently John A. Orwin, (ii) the Company's Chief Financial Officer, who is currently Kristine M. Ball, and (iii) the Company's General Counsel, who is currently Ronald
August 9, 2016	SC 14D9/A	Relypsa SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 759531106 (CUSIP Number of Class of
August 9, 2016	SC TO-T/A	Relypsa SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) RELYPSA, INC. (Name of Subject Company (issuer)) VIFOR PHARMA USA INC. (Offeror) An Indirect Wholly Owned Subsidiary of GALENICA AG (Parent of Offeror) (Names of Filing Persons (identify
August 8, 2016	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d208127dex991.htm EX-99.1 EXHIBIT 99-1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common stock, par value $0.001 per share e, of Relypsa, Inc., a Delaware corpo
August 8, 2016	SC 13G	RLYP / Relypsa, Inc. / HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Relypsa, Inc.
August 4, 2016	10-Q	Relypsa 10-Q (Quarterly Report) rlyp-10q20160630.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name of regist
August 4, 2016	EX-99.(D)(2)	CONFIDENTIALITY AGREEMENT Exhibit (d)(2) T094(E) BILATERAL CDA BOTH PARTIES DISCLOSING CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (hereinafter referred to as the ?Agreement?) shall be effective as of the 6th day of May, 2014 (hereinafter referred to as the ?Effective Date?) and is entered into by and between Vifor Fresenius Medical Care Renal Pharma Ltd.
August 4, 2016	EX-99.(A)(16)	Relypsa, Inc. 100 Cardinal Way Redwood City, CA 94063 Exhibit (a)(16) Relypsa, Inc. 100 Cardinal Way Redwood City, CA 94063 August 4, 2016 Dear Stockholder: We are pleased to inform you that, on July 20, 2016, Relypsa, Inc. (?Relypsa?) entered into a definitive Agreement and Plan of Merger (the ?Merger Agreement?) with Galenica AG (?Parent?) and Vifor Pharma USA Inc., an indirect wholly owned subsidiary of Parent (?Merger Sub?), pursuant to which Mer
August 4, 2016	EX-99.(A)(1)(A)	Offer to Purchase for Cash All Outstanding Shares of Common Stock Relypsa, Inc. $32.00 Net Per Share Vifor Pharma USA Inc., an indirect wholly owned subsidiary of Galenica AG EX-99.(A)(1)(A) 2 d148903dex99a1a.htm EX-99.(A)(1)(A) Table of Contents Exhibit (a)(1)(A) August 4, 2016 Offer to Purchase for Cash All Outstanding Shares of Common Stock of Relypsa, Inc. at $32.00 Net Per Share by Vifor Pharma USA Inc., an indirect wholly owned subsidiary of Galenica AG THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY ON WEDNESDA
August 4, 2016	EX-99.(B)	CHF 1,450,000,000 MULTICURRENCY TERM FACILITY AGREEMENT 20 July 2016 GALENICA AG as Original Guarantor arranged by CREDIT SUISSE AG as Arranger CREDIT SUISSE AG acting as Agent Baker & McKenzie Zurich Holbeinstrasse 30, P.O.Box CH-8034 Zurich, Switze EX-99.(b) Facility Agreement Execution Copy Exhibit (b) CHF 1,450,000,000 MULTICURRENCY TERM FACILITY AGREEMENT dated 20 July 2016 for GALENICA AG as Original Guarantor arranged by CREDIT SUISSE AG as Arranger with CREDIT SUISSE AG acting as Agent Baker & McKenzie Zurich Holbeinstrasse 30, P.O.Box CH-8034 Zurich, Switzerland Facility Agreement Execution Copy CONTENTS Clause Page 1. Definitions and
August 4, 2016	EX-99.(A)(5)(F)	Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock Relypsa, Inc. $32.00 Net Per Share Vifor Pharma USA Inc., an indirect wholly owned subsidiary of Galenica AG EX-99.(a)(5)(F) Exhibit (a)(5)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely by the Offer to Purchase (as defined below), dated August 4, 2016, and the related Letter of Transmittal (as defined b
August 4, 2016	EX-99.(A)(5)(G)	Investor Relations, Galenica Group: Julien Vignot, Head Investor Relations EX-99.(A)(5)(G) 8 d148903dex99a5g.htm EX-99.(A)(5)(G) Exhibit (a)(5)(G) PRESS RELEASE Date 4 August 2016 Contact Investor Relations, Galenica Group: Julien Vignot, Head Investor Relations Media Relations, Galenica Group: Christina Hertig, Head Corporate Communications Media Relations, Vifor Pharma: Beatrix Benz, Head Global Communications & Public Affairs Subject Galenica commences Tender Offer fo
August 4, 2016	EX-99.(A)(1)(C)	NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock RELYPSA, INC. $32.00 Net Per Share VIFOR PHARMA USA INC., an indirect wholly owned subsidiary GALENICA AG EX-99.(A)(1)(C) 4 d148903dex99a1c.htm EX-99.(A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of RELYPSA, INC. at $32.00 Net Per Share by VIFOR PHARMA USA INC., an indirect wholly owned subsidiary of GALENICA AG This form, or a substantially equivalent form, must be used to accept the Offer (as defined below) if certificates representing tendered Shares (as
August 4, 2016	EX-99.(D)(3)	AMENDMENT NO. 1 TO CONFIDENTIALITY AGREEMENT BETWEEN RELYPSA, INC. AND VIFOR FRESENIUS MEDICAL CARE RENAL PHARMA LTD. EX-99.(D)(3) 11 d148903dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) AMENDMENT NO. 1 TO CONFIDENTIALITY AGREEMENT BETWEEN RELYPSA, INC. AND VIFOR FRESENIUS MEDICAL CARE RENAL PHARMA LTD. THIS AMENDMENT NO. 1 TO THE CONFIDENTIALITY AGREEMENT (“Amendment No. 1”) is made and entered into effective as of May 6, 2015 (the “Amendment No. 1 Effective Date”) by and between RELYPSA, INC., a Delaware corporation,
August 4, 2016	EX-99.(D)(5)	AMENDMENT NO. 1 TO CONFIDENTIALITY AGREEMENT BETWEEN RELYPSA, INC. AND GALENICA LTD. EX-99.(D)(5) 13 d148903dex99d5.htm EX-99.(D)(5) Exhibit (d)(5) AMENDMENT NO. 1 TO CONFIDENTIALITY AGREEMENT BETWEEN RELYPSA, INC. AND GALENICA LTD. THIS AMENDMENT NO. 1 TO THE CONFIDENTIALITY AGREEMENT (“Amendment No. 1”) is made and entered into effective as of May 11, 2016 (the “Amendment No. 1 Effective Date”) by and between RELYPSA, INC., a Delaware corporation, located at 100 Cardinal Way, Re
August 4, 2016	SC TO-T	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR SC TO-T 1 d148903dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR PHARMA USA INC. (Offeror) An Indirect Wholly Owned Subsidiary of GALENICA AG (Parent of Offeror) (Names of Filing
August 4, 2016	EX-99.(A)(1)(D)	Offer to Purchase for Cash All Outstanding Shares of Common Stock RELYPSA, INC. $32.00 Net Per Share VIFOR PHARMA USA INC., an indirect wholly owned subsidiary GALENICA AG EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of RELYPSA, INC. at $32.00 Net Per Share by VIFOR PHARMA USA INC., an indirect wholly owned subsidiary of GALENICA AG THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY ON WEDNESDAY, AUGUST 31, 2016, UNLESS THE OFFER IS EXTENDED. August 4, 2016 To Brokers,
August 4, 2016	EX-99.(D)(4)	RELYPSA, INC. 100 Cardinal Way Redwood City, CA 94063 Exhibit (d)(4) RELYPSA, INC. 100 Cardinal Way Redwood City, CA 94063 May 8, 2016 Galenica Ltd. Untermattweg 8 3027 Bern Switzerland Confidentiality Agreement Ladies and Gentlemen: A. You have indicated your interest in a possible acquisition of Relypsa, Inc. (the ?Company?) by way of a merger, purchase of stock, purchase of assets or otherwise (a ?Potential Transaction?). The Company may from time
August 4, 2016	EX-10.3	SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE Exhibit 10.3 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release (this "Agreement") is made and entered into as of June 21, 2016 (the “Effective
August 4, 2016	SC 14D9	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, SC 14D9 1 d343483dsc14d9.htm SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Clas
August 4, 2016	EX-99.(A)(1)(E)	Offer to Purchase for Cash All Outstanding Shares of Common Stock RELYPSA, INC. $32.00 Net Per Share VIFOR PHARMA USA INC., an indirect wholly owned subsidiary GALENICA AG EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of RELYPSA, INC. at $32.00 Net Per Share by VIFOR PHARMA USA INC., an indirect wholly owned subsidiary of GALENICA AG THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK TIME, AT THE END OF THE DAY, WEDNESDAY, AUGUST 31, 2016, UNLESS THE OFFER IS EXTENDED. To Our Clients: Enclosed for
August 4, 2016	EX-10.2	Amendment No. 1 to Manufacturing and Supply Agreement between Lanxess Corporation and Relypsa, Inc. Exhibit 10.2 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Amendment No. 1 to Manufacturing and Supply Agreement between Lanxess Corporation and Relypsa, Inc. This Amendment No. 1 to the Manufacturing and Supply Agreement (“Amendment No. 1”
August 4, 2016	EX-99.(A)(1)(B)	Letter of Transmittal to Offer to Purchase for Cash All Outstanding Shares of Common Stock Relypsa, Inc. $32.00 Net Per Share Vifor Pharma USA Inc., an indirect wholly owned subsidiary of Galenica AG EX-99.(A)(1)(B) 3 d148903dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) Letter of Transmittal to Offer to Purchase for Cash All Outstanding Shares of Common Stock of Relypsa, Inc. at $32.00 Net Per Share by Vifor Pharma USA Inc., an indirect wholly owned subsidiary of Galenica AG The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed b
August 4, 2016	EX-10.1	CREDIT AGREEMENT Dated as of April 27, 2016 RELYPSA, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, CANTOR FITZGERALD SECURITIES, as the Administrative Agent THE LENDERS FROM TIME TO TIME PARTY HERETO TABLE O EX-10.1 2 rlyp-ex101254.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT Dated as of April 27, 2016 among RELYPSA, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, CANTOR FITZGERALD SECURITIES, as the Administrative Agent and THE LENDERS FROM TIME TO TIME PARTY HERETO TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING TERMS 1 1.01 Defined Terms1 1.02 Other
July 28, 2016	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 ss4640ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated July 28, 2016 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended,
July 28, 2016	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 9 Activist Investment SC 13D/A 1 ss4640sc13da.htm AMENDMENT NO. 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 1
July 26, 2016	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 8 Activist Investment SC 13D/A 1 ss4294sc13da.htm AMENDMENT NO. 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 1
July 26, 2016	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 ss4294ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated July 26, 2016 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended,
July 25, 2016	SC TO-C	Relypsa SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 RELYPSA, INC. (Name of Subject Company (Issuer)) VIFOR PHARMA USA INC. (Offeror) A Wholly-Owned Subsidiary of GALENICA AG (Ultimate Parent Entity of Offeror) (Names of Filing Persons (identifying status as offeror, issu
July 25, 2016	EX-99.1	1 EX-99.1 Exhibit 99.1 EDITED TRANSCRIPT GALNA.S ? Galenica AG To Acquire Relypsa To Strengthen Its Business Unit Vifor Pharma M&A Call EVENT DATE/TIME: JULY 21, 2016 / 12:00PM GMT 1 JULY 21, 2016 / 12:00PM GMT, GALNA.S ? Galenica AG To Acquire Relypsa To Strengthen Its Business Unit Vifor Pharma M&A Call CORPORATE PARTICIPANTS Jorg Kneubuhler Galenica Group - CFO, Galenica Group & CEO, Galenica San
July 21, 2016	SC14D9C	Relypsa SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 759531106 (CUSIP Number of Class of Securitie
July 21, 2016	EX-99.2	Galenica and Relypsa Announce Agreement for Galenica to Acquire Relypsa – Acquisition Strengthens Galenica’s Business Unit, Vifor Pharma EX-99.2 3 d219698dex992.htm EX-99.2 Exhibit 99.2 NEWS RELEASE Relypsa Contact Charlotte Arnold, Vice President, Corporate Communications and Investor Relations Tel.: +1 650 421 9352 E-mail: [email protected] Galenica Contacts Galenica Media Relations: Galenica Investor Relations: Christina Hertig, Head Corporate Communications Tel.: +41 58 852 85 17 E-mail: [email protected] Jörg Kneubühler, Chief F
July 21, 2016	EX-99.4	Trust in excellence EX-99.4 Exhibit 99.4 EXHIBIT 99.4 Trust in excellence Colin Bond CFO Vifor Pharma Vifor Pharma, a company of the Galenica Group Vifor Pharma aims to become a successful, stand-alone, global speciality pharma company 21/07/2016? ? Vifor Pharma 2 VIFOR PHARMA GALENICA CURRENTLY PART OF THE GALENLCA GROUP SWITZERLAND HEADQUARTERS IN ZURICH, SWITZERLAND REASERACH & DEVELOPMENT FACILITIES IN ST. Gallen
July 21, 2016	EX-99.1	Galenica and Relypsa announce agreement for Galenica to acquire Relypsa. EX-99.1 Exhibit 99.1 PRESS RELEASE Date 21 July 2016 Contact Investor Relations, Galenica Group: J?rg Kneub?hler, CFO Media Relations, Galenica Group: Christina Hertig, Head Corporate Communications Media Relations, Vifor Pharma: Beatrix Benz, Head Global Communications & Public Affairs Media & Investor Relations, Relypsa: Charlotte Arnold, Vice President, Corporate Communications & Investor Relat
July 21, 2016	EX-99.3	Galenica to acquire Relypsa EX-99.3 Exhibit 99.3 GALENICA Galenica to acquire Relypsa Vifor Pharma & relypsa Conference Call, July 21, 2016, 2 p.m. CET The Galenica Group - Excellence in the healthcare market GALENICA Agenda and speakers Etienne Jornod Executive Chairman Galenica Group J?rg Kneub?hler CFO Galenica Group & CEO Galenica Sant? Gianni Zampieri Vice-CEO Vifor Pharma Christoph Springer Head BD & Licensing & Deputy
July 21, 2016	SC TO-C	Relypsa SC TO-C SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company (issuer)) VIFOR PHARMA USA INC. (Offeror) A Wholly-Owned Subsidiary of GALENICA AG (Ultimate Parent Entity of Offeror) (Names of Filing Persons (identifying status as offer
July 21, 2016	SC14D9C	Relypsa SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Subject Company) RELYPSA, INC. (Name of Person Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 759531106 (CUSIP Number of Class of Securitie
July 21, 2016	EX-99.1	Galenica and Relypsa Announce Agreement for Galenica to Acquire Relypsa Acquisition Strengthens Galenicas Business Unit, Vifor Pharma EX-99.1 Exhibit 99.1 NEWS RELEASE Relypsa Contact Charlotte Arnold, Vice President, Corporate Communications and Investor Relations Tel.: +1 650 421 9352 E-mail: [email protected] Galenica Contacts Galenica Media Relations: Galenica Investor Relations: Christina Hertig, Head Corporate Communications Tel.: +41 58 852 85 17 E-mail: [email protected] J?rg Kneub?hler, Chief Financial Officer Tel.: +41 5
July 21, 2016	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 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): July 20, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File Nu
July 21, 2016	EX-2.1	AGREEMENT AND PLAN OF MERGER by and among GALENICA AG, VIFOR PHARMA USA INC. RELYPSA, INC. Dated as of July 20, 2016 TABLE OF CONTENTS Page Article I THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 Article II THE MERGER 6 2.1 The Merger 6 2.2 The E EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among GALENICA AG, VIFOR PHARMA USA INC. and RELYPSA, INC. Dated as of July 20, 2016 TABLE OF CONTENTS Page Article I THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 4 Article II THE MERGER 6 2.1 The Merger 6 2.2 The Effective Time 6 2.3 The Closing 6 2.4 Effect of the Merger 6 2.5 Certificate of Incorporation and Bylaws 6 2.
July 11, 2016	8-K	Other Events 8-K 1 d224165d8k.htm FORM 8-K 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): July 11, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorpor
June 27, 2016	8-K	Submission of Matters to a Vote of Security Holders Form 8-K 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 21, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fi
June 15, 2016	8-K	Other Events Form 8-K 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 15, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fi
June 3, 2016	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated June 3, 2016 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc.
June 3, 2016	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 7 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 75931106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address
May 27, 2016	SC 13G	RLYP / Relypsa, Inc. / Flynn James E Passive Investment SC 13G 1 e615097sc13g-relypsa.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. ) * Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) May 17, 2016 (Date of
May 16, 2016	8-K	Other Events Form 8-K 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): May 16, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fil
May 4, 2016	10-Q	Relypsa 10-Q (Quarterly Report) rlyp-10q20160331.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name of regis
May 4, 2016	8-K	Relypsa FORM 8-K (Current Report/Significant Event) Form 8-K 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): May 4, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File
May 4, 2016	EX-99.1	Relypsa Reports First Quarter 2016 Financial Results Relypsa Management to Host Conference Call/Webcast this Afternoon at 5:00 p.m. ET/2:00 p.m. PT Exhibit 99.1 Contact: Charlotte Arnold Vice President, Corporate Communications and Investor Relations 650-421-9352 [email protected] Relypsa Reports First Quarter 2016 Financial Results Relypsa Management to Host Conference Call/Webcast this Afternoon at 5:00 p.m. ET/2:00 p.m. PT REDWOOD CITY, Calif., May 4, 2016 Relypsa, Inc. (NASDAQ: RLYP), a biopharmaceutical company, today reported financial r
May 4, 2016	EX-10.1	ADDENDUM 1 Additional MFA Services Exhibit 10.1 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ADDENDUM 1 Additional MFA Services This Addendum 1 dated February 11th, 2015 ("Addendum 1 Effective Date") describes certain services to be managed by DPx Fine Chemicals Austria Gmb
May 4, 2016	EX-10.2	Amendment No. 1 to Manufacturing and Supply Agreement EX-10.2 3 rlyp-ex102421.htm EX-10.2 Exhibit 10.2 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Amendment No. 1 to Manufacturing and Supply Agreement This Amendment No. 1 to the Manufacturing and Supply Agreement (“Amendment No. 1”) is made
May 3, 2016	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 8-K 1 d190908d8k.htm FROM 8-K 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 27, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorpo
May 3, 2016	EX-4.1	RELYPSA, INC. COMMON STOCK PURCHASE WARRANT Date of Issuance: April 27, 2016 Certificate No. 2016-[___] EX-4.1 Exhibit 4.1 THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO DISTRIBUTION, AND THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDE
April 28, 2016	DEFA14A	Relypsa DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 28, 2016	DEF 14A	Relypsa DEFINITIVE PROXY STATEMENT Definitive Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 15, 2016	8-K	Other Events 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 15, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File Numbe
March 15, 2016	8-K	Other Events 8-K 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): March 15, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File N
March 11, 2016	8-K	Entry into a Material Definitive Agreement Form 8-K 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): March 9, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fi
February 25, 2016	S-8	Relypsa S-8 S-8 1 d116696ds8.htm S-8 As filed with the Securities and Exchange Commission on February 25, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Relypsa, Inc. (Exact name of registrant as specified in its charter) Delaware 26-0893742 (State or other jurisdiction of incorporation or orga
February 25, 2016	10-K	Relypsa 10-K (Annual Report) 10-K 1 rlyp-10k20151231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name o
February 25, 2016	EX-10.15(A)	RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN (as amended by the Board on December 10, 2015) ARTICLE 1. Exhibit 10.15(a) RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN (as amended by the Board on December 10, 2015) ARTICLE 1. PURPOSE The purpose of the Relypsa, Inc. 2014 Employment Commencement Incentive Plan (as it may be amended from time to time, the “Plan”) is to promote the success and enhance the value of Relypsa, Inc. (the “Company”) by linking the individual interests of the Eligi
February 25, 2016	EX-10.4(F)	FIFTH AMENDMENT LOAN AND SECURITY AGREEMENT Exhibit 10.4(f) FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of December 17, 2015, by and between Silicon Valley Bank (“Bank”) and Relypsa, Inc., a Delaware corporation (“Borrower”), whose address is 100 Cardinal Way, Redwood City, California 94063. Recitals A. Bank and Borrower have entered into that certa
February 25, 2016	EX-12.1	STATEMENT REGARDING THE COMPUTATION OF RATIOS Exhibit 12.1 STATEMENT REGARDING THE COMPUTATION OF RATIOS Our earnings are inadequate to cover combined fixed charges and preference dividends. The following table sets forth the dollar amount of the coverage deficiency (in thousands) for the periods indicated. Year Ended December 31, 2015 2014 2013(1) 2012(2) 2011 EARNINGS: Net loss $ (178,716 ) $ (79,888 ) $ (73,845 ) $ (43,725 ) $ (25,823 ) Pl
February 24, 2016	EX-99.1	Relypsa Reports Fourth Quarter and Full Year 2015 Financial Results and Announces Other Corporate Updates EX-99.1 Exhibit 99.1 Contact: Charlotte Arnold Vice President, Corporate Communications 650-421-9352 [email protected] Relypsa Reports Fourth Quarter and Full Year 2015 Financial Results and Announces Other Corporate Updates ? Relypsa reports encouraging initial demand for Veltassa ? Veltassa added to CMS 2016 Formulary Reference File and agreements signed with Express Scripts and CVS Caremark, the t
February 24, 2016	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events Form 8-K 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): February 24, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commissio
January 25, 2016	8-K	Other Events Form 8-K 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): January 25, 2016 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission
January 5, 2016	EX-10.2	DETAILING AGREEMENT sanofi-aventis US LLC Relypsa, Inc. Dated as of August 10, 2015 EX-10.2 Exhibit 10.2 EXECUTION VERSION [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. DETAILING AGREEMENT between sanofi-aventis US LLC and Relypsa, Inc. Dated as of August 10, 2015 EXECUTION VERSION Table of Contents 1. DEFINITIONS 1 2. GOV
January 5, 2016	10-Q/A	RLYP / Relypsa, Inc. 10-Q/A - Quarterly Report - FORM 10-Q/A Form 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Nu
January 5, 2016	CORRESP	Relypsa ESP Acceleration Request Relypsa, Inc. 100 Cardinal Way Redwood City, CA 94063 January 5, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Irene Paik Suzanne Hayes Re: Relypsa, Inc. Registration Statement on Form S-3 (Registration No. 333-207806) Ladies and Gentlemen: In accordance with Rule 461 of Regulation C of the
December 24, 2015	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 6 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.6)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address
December 24, 2015	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated December 24, 2015 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc.
December 22, 2015	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits Form 8-K 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): December 17, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commissio
December 22, 2015	EX-10.1	FIFTH AMENDMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.1 FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this ?Amendment?) is entered into as of December , 2015, by and among OXFORD FINANCE LLC (?Oxford?) as collateral agent (in such capacity, ?Collateral Agent?), the Lenders listed on Schedule 1.1 of the Loan Agreement or otherwise a party thereto from
December 21, 2015	8-K	Other Events 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): December 21, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File Nu
December 14, 2015	SC 13G	RLYP / Relypsa, Inc. / JHL Capital Group LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.
November 4, 2015	EX-10.3	FOURTH AMENDMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.3 4 rlyp-ex103512.htm EX-10.3 Exhibit 10.3 FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 1st day of October, 2015, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of t
November 4, 2015	EX-10.1	LICENSE AGREEMENT EX-10.1 2 rlyp-ex101543.htm EX-10.1 Exhibit 10.1 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Execution Copy LICENSE AGREEMENT This License Agreement (the “Agreement”) is effective as of August 10, 2015 (the “Effective Date”)
November 4, 2015	EX-10.4	FOURTH AMENDMENT LOAN AND SECURITY AGREEMENT EX-10.4 5 rlyp-ex104514.htm EX-10.4 Exhibit 10.4 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 1st day of October, 2015, by and between Silicon Valley Bank (“Bank”) and Relypsa, Inc., a Delaware corporation (“Borrower”), whose address is 100 Cardinal Way, Redwood City, California 94063. Recitals A. Bank
November 4, 2015	EX-4.4	Relypsa, Inc. Dated as of , 20 Wilmington Trust, National Association TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference EX-4.4 Exhibit 4.4 Relypsa, Inc. INDENTURE Dated as of , 20 Wilmington Trust, National Association Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions. 1 Section 1.2. Other Definitions. 4 Section 1.3. Incorporation by Reference of Trust Indenture Act. 5 Section 1.4. Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuab
November 4, 2015	EX-10.2	[*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. DETAILING AGREEMENT sanofi-aventis US LLC Re EX-10.2 3 rlyp-ex102513.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. DETAILING AGREEMENT between sanofi-aventis US LLC and Relypsa, Inc. Dated as of August 10, 2015 EXECUTION VERSION Table of Cont
November 4, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 rlyp-10q20150930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exa
November 4, 2015	EX-25.1	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE EX-25.1 Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-148645
November 4, 2015	EX-1.2	RELYPSA, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement EX-1.2 Exhibit 1.2 RELYPSA, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement November 4, 2015 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Relypsa, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cantor Fitzgerald & Co. (the ?Agent?), as follows: 1. Issuance and Sal
November 4, 2015	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): November 4, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File
November 4, 2015	EX-99.1	Relypsa Announces Third Quarter 2015 Financial Results EX-99.1 Exhibit 99.1 Contact: Charlotte Arnold Vice President, Corporate Communications 650-421-9352 [email protected] Relypsa Announces Third Quarter 2015 Financial Results REDWOOD CITY, Calif., November 4, 2015 ? Relypsa, Inc. (NASDAQ: RLYP), a biopharmaceutical company, today reported financial results for the quarter ended September 30, 2015 and recent business highlights. ?We are very excited th
November 4, 2015	S-3	Relypsa S-3 Table of Contents As filed with the Securities and Exchange Commission on November 4, 2015 Registration No.
November 4, 2015	EX-12.1	STATEMENT REGARDING THE COMPUTATION OF RATIOS EX-12.1 Exhibit 12.1 STATEMENT REGARDING THE COMPUTATION OF RATIOS Our earnings are inadequate to cover combined fixed charges and preference dividends. The following table sets forth the dollar amount of the coverage deficiency (in thousands) for the periods indicated. Year Ended December 31, Nine Months Ended September 30, 2015 2014 2013(1) 2012(2) 2011 EARNINGS: Net loss $ (79,888 ) $ (73,845 )
October 30, 2015	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO.5 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Addres
October 30, 2015	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated October 30, 2015 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc.
October 22, 2015	8-K	Other Events Form 8-K 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): October 21, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission
August 12, 2015	8-K	Entry into a Material Definitive Agreement Form 8-K 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): August 10, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission
August 12, 2015	8-K	Entry into a Material Definitive Agreement Form 8-K 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): August 10, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission
August 6, 2015	EX-99.1	RELYPSA ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS EX-99.1 Exhibit 99.1 Contact: Charlotte Arnold Vice President, Corporate Communications 650-421-9352 [email protected] RELYPSA ANNOUNCES SECOND QUARTER 2015 FINANCIAL RESULTS REDWOOD CITY, Calif., August 6, 2015 ? Relypsa, Inc. (NASDAQ: RLYP), a biopharmaceutical company, today reported financial results for the quarter ended June 30, 2015. Net loss for the second quarter 2015 was $39.3 million, or $
August 6, 2015	EX-10.2(A)	RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN (as amended by the Board on July 8, 2015) ARTICLE 1. PURPOSE EX-10.2(A) 3 rlyp-ex102a421.htm EX-10.2(A) Exhibit 10.2(a) RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN (as amended by the Board on July 8, 2015) ARTICLE 1. PURPOSE The purpose of the Relypsa, Inc. 2014 Employment Commencement Incentive Plan (as it may be amended from time to time, the “Plan”) is to promote the success and enhance the value of Relypsa, Inc. (the “Company”) by linking
August 6, 2015	EX-10.1	FIRST AMENDMENT TO LEASE EX-10.1 2 rlyp-ex101420.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of the 10th day of July, 2015, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and RELYPSA, INC., a Delaware corporation (“Tenant”). r e c i t a l s : A.Landlord and Tenant entered into that certain Lease
August 6, 2015	8-K	Relypsa FORM 8-K (Current Report/Significant Event) Form 8-K 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): August 6, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission F
August 6, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 rlyp-10q20150630.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact na
August 6, 2015	S-8	Relypsa FORM S-8 Form S-8 As filed with the Securities and Exchange Commission on August 6, 2015 Registration No.
August 6, 2015	EX-10.2(B)	RELYPSA, inc. 2014 Employment commencement incentive PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE EX-10.2(B) 4 rlyp-ex102b422.htm EX-10.2(B) Exhibit 10.2(b) RELYPSA, inc. 2014 Employment commencement incentive PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Relypsa, Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Employment Commencement Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of restrict
July 27, 2015	SC 13D/A	RLYP / Relypsa, Inc. / 5AM VENTURES III, L.P. - 5AM VENTURES III - RELYPSA - 13DA 7-24-15 Activist Investment CUSIP NO. 759531106 13D Page 1 of 14 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 5)* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) Paul Stone 5AM Ventures III, L
June 9, 2015	EX-3.1	AMENDED AND RESTATED BYLAWS OF RELYPSA, INC. (a Delaware corporation) (As amended on June 4, 2015) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF RELYPSA, INC. (a Delaware corporation) (As amended on June 4, 2015) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 AD
June 9, 2015	8-K	Relypsa FORM 8-K (Current Report/Significant Event) Form 8-K 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 4, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fil
May 27, 2015	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the common stock of Relypsa, Inc., a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned
May 27, 2015	SC 13G	RLYP / Relypsa, Inc. / CITADEL ADVISORS LLC - SCHEDULE 13G Passive Investment SC 13G 1 v411592sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Relypsa, Inc. (Name of Issuer) Common stock, par value $0.001 per share (Title of Class of Securities) 759531106 (CUSIP Number) May 18, 2015 Date
May 20, 2015	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated May 20, 2015 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc.
May 20, 2015	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 4 Activist Investment SC 13D/A 1 ss430957sc13da.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.4)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY
May 7, 2015	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 rlyp-10q20150331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact n
May 7, 2015	EX-10.1	CONSENT, RELEASE AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.1 CONSENT, RELEASE AND THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This CONSENT, RELEASE AND THIRD AMENDMENT to Amended and Restated Loan and Security Agreement (this “Consent”) is entered into this 30th day of January, 2015, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 o
May 7, 2015	EX-99.1	RELYPSA ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS EX-99.1 2 d924958dex991.htm EX-99.1 Exhibit 99.1 Contact: Alex Dobbin Associate Director, Investor Relations 650-421-9687 [email protected] RELYPSA ANNOUNCES FIRST QUARTER 2015 FINANCIAL RESULTS REDWOOD CITY, Calif., May 7, 2015 — Relypsa, Inc. (Nasdaq: RLYP), a biopharmaceutical company, today reported financial results for the quarter ended March 31, 2015. Net loss for the first quarter 2015 was $2
May 7, 2015	EX-10.2	CONSENT, RELEASE AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.2 CONSENT, RELEASE AND THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This CONSENT, RELEASE AND THIRD AMENDMENT to Loan and Security Agreement (this ?Consent?) is entered into this 30th day of January, 2015, by and between Silicon Valley Bank (?Bank?) and Relypsa, Inc., a Delaware corporation (?Borrower?) whose address is 700 Saginaw Drive, Redwood City, CA 94063. Recitals A. Bank and B
May 7, 2015	EX-10.3	RELYPSA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Exhibit 10.3 RELYPSA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of Relypsa, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?), which was adopted pursuant to the Board?s resolutions on June 6, 2013, and amended pursuant to t
May 7, 2015	8-K	Relypsa 8-K (Current Report/Significant Event) 8-K 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): May 7, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File Numb
May 7, 2015	EX-4.4	WARRANT TO PURCHASE STOCK Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN
April 22, 2015	DEF 14A	Relypsa DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14
April 22, 2015	DEFA14A	Relypsa DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 27, 2015	SC 13D/A	RLYP / Relypsa, Inc. / 5AM VENTURES III, L.P. - SC 13D/A Activist Investment CUSIP NO. 759531106 13D Page 1 of 12 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4)* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) Paul Stone 5AM Ventures III, L
March 12, 2015	EX-10.22	RELYPSA, INC. EMPLOYMENT AGREEMENT Exhibit 10.22 RELYPSA, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into by and between Scott Garland (?Executive?) and Relypsa, Inc. (the ?Company?) (together referred to herein as the ?Parties?), effective as of October 31, 2014 (the ?Effective Date?). This Agreement supersedes in its entirety that certain employment letter agreement dated as of Septe
March 12, 2015	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name of registrant as specified in its
March 12, 2015	S-8	Relypsa FORM S-8 S-8 1 d888692ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on March 11, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Relypsa, Inc. (Exact name of registrant as specified in its charter) Delaware 26-0893742 (State or other jurisdiction of incorporation or or
March 12, 2015	EX-10.23	RELYPSA, INC. EMPLOYMENT AGREEMENT Exhibit 10.23 RELYPSA, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into by and between Stephen D. Harrison, M.A., Ph.D. (?Executive?) and Relypsa, Inc. (the ?Company?) (together referred to herein as the ?Parties?), effective as of December 15, 2014 (the ?Effective Date?). This Agreement supersedes in its entirety that certain employment letter agreeme
March 11, 2015	8-K	Relypsa 8-K (Current Report/Significant Event) 8-K 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): March 11, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File N
March 11, 2015	EX-99.1	RELYPSA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2014 FINANCIAL RESULTS EX-99.1 Exhibit 99.1 Contact: Alex Dobbin Associate Director, Investor Relations 650-421-6879 [email protected] RELYPSA ANNOUNCES FOURTH QUARTER AND FULL YEAR 2014 FINANCIAL RESULTS REDWOOD CITY, Calif., March 11, 2014 ? Relypsa, Inc. (Nasdaq: RLYP), a biopharmaceutical company, today reported financial results for the fourth quarter and year ended December 31, 2014. Cash, cash equivalents and short-
March 6, 2015	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 3 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Addres
March 6, 2015	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated March 6, 2015 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc.
March 6, 2015	EX-99.2	FORM OF LOCK-UP LETTER EXHIBIT 2 FORM OF LOCK-UP LETTER RELYPSA, INC. LOCK-UP AGREEMENT , 2015 Merrill Lynch, Pierce, Fenner & Smith Incorporated Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 1 Bryant Park New York, NY 10036 c/o Cowen and Company, LLC 599 Lexington Avenue, 27th Floor New York
March 3, 2015	EX-1.1	3,900,000 Shares RELYPSA, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT EX-1.1 Exhibit 1.1 Execution Version 3,900,000 Shares RELYPSA, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT February 25, 2015 February 25, 2015 Merrill Lynch, Pierce, Fenner & Smith Incorporated Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 1 Bry
March 3, 2015	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36
March 3, 2015	8-K	Financial Statements and Exhibits, Other Events 8-K 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): February 25, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fil
March 3, 2015	EX-10.1	SUPPLY AGREEMENT Exhibit 10.1 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (?Agreement?) is made effective as of August 15, 2014 by and among Relypsa Inc., having its principal place of business at 700 Saginaw Drive,
February 26, 2015	424B5	3,900,000 Shares Common Stock Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No.
February 24, 2015	424B5	Subject to completion, dated February 24, 2015. Preliminary Prospectus Supplement Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No.
February 17, 2015	SC 13G/A	RLYP / Relypsa, Inc. / New Leaf Ventures I, L.p. - SC 13G/A Passive Investment SC 13G/A 1 d871787dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* Relypsa, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 759531106 (CUSIP Number) Dece
February 11, 2015	SC 13G/A	RLYP / Relypsa, Inc. / DELPHI VENTURES VII L P - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statemen
February 6, 2015	EX-99.1	In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investme In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking Division (the "Investment Banking Division") and the Alternative Investments business (the "AI Business") and U.S. private client services
February 6, 2015	SC 13G/A	RLYP / Relypsa, Inc. / CREDIT SUISSE AG/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Relypsa Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) Calendar Year 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t
January 28, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 8-K 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): January 22, 2015 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File
December 15, 2014	8-K	Other Events Form 8-K 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): December 15, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commissio
December 12, 2014	SC 13D/A	RLYP / Relypsa, Inc. / 5AM VENTURES III, L.P. - SC 13D/A Activist Investment CUSIP NO. 759531106 13D Page 1 of 13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3)* Sc 13d/a Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) Paul Stone 5AM Ventur
December 4, 2014	EX-12.1	STATEMENT REGARDING THE COMPUTATION OF RATIOS EX-12.1 Exhibit 12.1 STATEMENT REGARDING THE COMPUTATION OF RATIOS Our earnings are inadequate to cover combined fixed charges and preference dividends. The following table sets forth the dollar amount of the coverage deficiency (in thousands) for the periods indicated. Year Ended December 31, Nine Months Ended September 30, 2013(1) 2012(2) 2011 2014 EARNINGS: Net loss $ (73,845 ) $ (43,725 ) $ (2
December 4, 2014	EX-4.4	Relypsa, Inc. Dated as of , 20 Wilmington Trust, National Association TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference o EX-4.4 Exhibit 4.4 Relypsa, Inc. INDENTURE Dated as of , 20 Wilmington Trust, National Association Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1. Definitions 1 Section 1.2. Other Definitions 4 Section 1.3. Incorporation by Reference of Trust Indenture Act 5 Section 1.4. Rules of Construction 5 ARTICLE II. THE SECURITIES 5 Section 2.1. Issuable i
December 4, 2014	EX-25.1	SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE EX-25.1 Exhibit 25.1 File No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE x CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-148645
December 4, 2014	S-3	RLYP / Relypsa, Inc. S-3 - - S-3 S-3 Table of Contents As filed with the Securities and Exchange Commission on December 4, 2014 Registration No.
December 4, 2014	EX-1.2	RELYPSA, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement EX-1.2 Exhibit 1.2 Execution Version RELYPSA, INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement December 4, 2014 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Relypsa, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows: 1
November 10, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name of registrant as specifie
November 10, 2014	EX-10.3	CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT Exhibit 10.3 CONSENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT This CONSENT AND SECOND AMENDMENT to Loan and Security Agreement (this ?Consent?) is entered into as of October 24, 2014, by and between Silicon Valley Bank (?Bank?) and Relypsa, Inc., a Delaware corporation (?Borrower?) whose address is 700 Saginaw Drive, Redwood City, California 94063. RECITALS A. Bank and Borrower have ent
November 10, 2014	EX-99.1	RELYPSA ANNOUNCES THIRD QUARTER 2014 FINANCIAL RESULTS EX-99.1 Exhibit 99.1 Contact: Sylvia Wheeler VP, Investor Relations & Corporate Affairs 650-421-9504 [email protected] RELYPSA ANNOUNCES THIRD QUARTER 2014 FINANCIAL RESULTS REDWOOD CITY, Calif., November 10, 2014 — Relypsa, Inc. (Nasdaq: RLYP), a biopharmaceutical company, today reported financial results for the third quarter ended September 30, 2014. Net loss for the third quarter 2014 was $19.4 m
November 10, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): November 10, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commissio
November 10, 2014	EX-10.4	October 27, 2014 Exhibit 10.4 October 28, 2014 Relypsa, Inc. 5301 Patrick Henry Drive Santa Clara, CA 95054 Dear Sir or Madam: Reference is made to the Amended and Restated Intellectual Property License and Assignment Agreement dated November 23, 2009 between Ilypsa, Inc. and Relypsa, Inc. (the ?Agreement?). Capitalized terms used but not defined herein shall have the same meanings as assigned to such terms in the
November 10, 2014	EX-10.2	CONSENT AND SECOND AMENDMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Exhibit 10.2 CONSENT AND SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS CONSENT AND SECOND AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of October 24, 2014, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement o
November 10, 2014	EX-10.1	SUPPLY AGREEMENT Exhibit 10.1 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (?Agreement?) is made effective as of August 15, 2014 by and among Relypsa Inc., having its principal place of business at 700 Saginaw Drive,
October 22, 2014	8-K	Other Events 8-K 1 d809335d8k.htm 8-K 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): October 22, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporat
September 25, 2014	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 8-K 1 d794636d8k.htm 8-K 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): September 22, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorpor
September 17, 2014	SC 13D/A	RLYP / Relypsa, Inc. / 5AM VENTURES III, L.P. - SC 13D/A Activist Investment SC 13D/A 1 v389381sc13d-a.htm SC 13D/A CUSIP NO. 759531106 13D Page 1 of 12 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP
September 9, 2014	8-K	Entry into a Material Definitive Agreement Form 8-K 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): September 5, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commissio
September 3, 2014	SC 13D/A	RLYP / Relypsa, Inc. / 5AM VENTURES III, L.P. - SC 13D/A Activist Investment CUSIP NO. 759531106 13D Page 1 of 13 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) Paul Stone 5AM Ventures III, L
August 19, 2014	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated August 19, 2014 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc.
August 19, 2014	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - UNDER THE SECURITIES EXCHANGE ACT OF 1934 Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address
August 11, 2014	EX-10	RELYPSA, INC. FIRST AMENDMENT TO OFFER LETTER AGREEMENT JOHN A. ORWIN EX-10 5 rlyp-ex1020140630372.htm EX-10.8 Exhibit 10.8 RELYPSA, INC. FIRST AMENDMENT TO OFFER LETTER AGREEMENT JOHN A. ORWIN This FIRST AMENDMENT TO OFFER LETTER AGREEMENT (this “Amendment”) is entered into effective as of August 8, 2014, by and between RELYPSA, INC. (the “Company”) and JOHN A. ORWIN (“Executive”) (collectively, the “Parties”). RECITAL: WHEREAS, the Parties entered into that certai
August 11, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 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): August 11, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File
August 11, 2014	EX-10.2	MANUFACTURING AND SUPPLY AGREEMENT [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
August 11, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name of registrant as specified in
August 11, 2014	EX-99.1	Relypsa Announces Second Quarter 2014 Financial Results — Company Updates Plans for NDA Submission to Early Q4 2014; Continues to Expect Approval 2H 2015 — EX-99.1 2 d770319dex991.htm EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Sylvia Wheeler VP, Investor Relations & Corporate Affairs 650-421-9504 [email protected] Relypsa Announces Second Quarter 2014 Financial Results — Company Updates Plans for NDA Submission to Early Q4 2014; Continues to Expect Approval 2H 2015 — REDWOOD CITY, Calif., August 11, 2014 — Relypsa, Inc. (Nasdaq: RLYP), a biopharmaceutic
August 11, 2014	EX-10	RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN STOCK OPTION GRANT NOTICE EX-10 4 rlyp-ex1020140630373.htm EX-10.7 Exhibit 10.7 RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN STOCK OPTION GRANT NOTICE Relypsa, Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Employment Commencement Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of s
August 11, 2014	EX-10	RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN ARTICLE 1. Exhibit 10.6 RELYPSA, INC. 2014 EMPLOYMENT COMMENCEMENT INCENTIVE PLAN ARTICLE 1. PURPOSE The purpose of the Relypsa, Inc. 2014 Employment Commencement Incentive Plan (as it may be amended from time to time, the ?Plan?) is to promote the success and enhance the value of Relypsa, Inc. (the ?Company?) by linking the individual interests of the Eligible Participants to those of the Company?s stockhol
July 31, 2014	SC 13D	RLYP / Relypsa, Inc. / 5AM VENTURES III, L.P. - SC 13D Activist Investment CUSIP NO. 759531106 13D Page 1 of 20 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. )* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) Paul Stone 5AM Ventures III, L.
July 1, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant Form 8-K 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 26, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fi
July 1, 2014	EX-10.2	CONSENT AND FIRST AMENDMENT AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.2 Exhibit 10.2 CONSENT AND FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS CONSENT AND FIRST AMENDMENT to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of June 26, 2014, by and among OXFORD FINANCE LLC (“Oxford”) as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreemen
July 1, 2014	EX-10.1	BRITANNIA SEAPORT CENTRE EX-10.1 Exhibit 10.1 BRITANNIA SEAPORT CENTRE LEASE This Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and RELYPSA, INC., a Delaware corporation (“Tenant”). SUMMARY OF BASIC LEASE INFORMATION TERMSOF LEASE DESCRIPTI
June 24, 2014	8-K	Submission of Matters to a Vote of Security Holders - 8-K 8-K 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 19, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File Nu
June 2, 2014	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K 8-K 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): May 30, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File Num
June 2, 2014	EX-4.1	WARRANT TO PURCHASE STOCK Company: RELYPSA, INC. Number of Shares: [$ /Warrant Price] (the “Original Shares”), plus all Additional Shares which Holder is entitled to purchase pursuant to Section 1.7. Type/Series of Stock: Common Stock, $0.001 par val EX-4.1 Exhibit 4.1 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND
June 2, 2014	EX-10.1	AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT EX-10.1 Exhibit 10.1 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 30, 2014 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria,
May 20, 2014	8-K	Entry into a Material Definitive Agreement 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): May 14, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File Number)
May 12, 2014	8-K	Other Events - FORM 8-K Form 8-K 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): May 12, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fil
May 7, 2014	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-36184 RELYPSA, INC. (Exact name of registrant as specified in
May 7, 2014	EX-99.1	Relypsa Announces First Quarter 2014 Financial Results EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Sylvia Wheeler VP, Investor Relations & Corporate Affairs 650-421-9504 [email protected] Relypsa Announces First Quarter 2014 Financial Results REDWOOD CITY, Calif., May 7, 2014 – Relypsa, Inc. (Nasdaq: RLYP), a biopharmaceutical company, today reported financial results for the first quarter ended March 31, 2014. Net loss for the first quarter 2014 was $16.
May 7, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 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): May 7, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File
April 30, 2014	EX-10.1	FIRST AMENDMENT TO LEASE EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of April 24, 2014, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited liability company (“Landlord”), and RELYPSA, INC., a Delaware corporation (“Tenant”). R E C I T A L S : A. Landlord and Tenant are parties to that certain Lease dated September 7, 2012, (the “Lease”), pu
April 30, 2014	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 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 24, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File N
April 28, 2014	DEFA14A	- DEFA14A DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
April 28, 2014	DEF 14A	- DEFINITIVE NOTICE AND PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14
April 17, 2014	SC 13D/A	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ss210340sc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Fl
April 17, 2014	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated April 17, 2014 (the “Schedule 13D”), with respect to the Common Stock of Relypsa, Inc.
April 16, 2014	EX-99.1	Relypsa, Inc. Announces Closing of Public Offering of Common Stock EX-99.1 Exhibit 99.1 NEWS RELEASE Contact: Sylvia Wheeler V.P. Investor Relations and Corporate Affairs 650-421-9504 [email protected] Relypsa, Inc. Announces Closing of Public Offering of Common Stock REDWOOD CITY, Calif., April 16, 2014 (GLOBE NEWSWIRE) — Relypsa, Inc. (Nasdaq:RLYP), a biopharmaceutical company, today announced the closing of its public offering of 4,130,611 shares of its common st
April 16, 2014	8-K	Financial Statements and Exhibits, Other Events Form 8-K 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 16, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission F
April 11, 2014	424B4	3,591,836 Shares Common Stock 424B4 1 d692360d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-194673 Registration No. 333-195198 3,591,836 Shares Common Stock We are offering 3,591,836 shares of our common stock in this offering. Our common stock is listed on The NASDAQ Global Select Market under the symbol “RLYP.” On April 10, 2014, the last reported sale price of our common stock was $
April 10, 2014	S-1MEF	- FORM S-1MEF Form S-1MEF As filed with the Securities and Exchange Commission on April 10, 2014 Registration No.
April 8, 2014	CORRESP	- CORRESP Relypsa, Inc. 700 Saginaw Drive Redwood City, CA 94063 April 8, 2014 VIA EDGAR AND E-MAIL United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Jeffrey Riedler, Assistant Director Amy Reischauer Re: Relypsa, Inc. Registration Statement on Form S-1 (Registration No. 333-194673) Ladies and Gentlemen: In acco
April 8, 2014	EX-1.1	[ ] Shares RELYPSA, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT EX-1.1 Exhibit 1.1 [ ] Shares RELYPSA, INC. COMMON STOCK, $0.001 PAR VALUE PER SHARE UNDERWRITING AGREEMENT [ ], 2014 [ ], 2014 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o Merrill L
April 8, 2014	S-1/A	- AMENDMENT NO. 1 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on April 8, 2014 Registration No.
April 8, 2014	CORRESP	- CORRESP 1 filename1.htm April 8, 2014 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Jeffrey Riedler, Assistant Director Amy Reischauer Re: Relypsa, Inc. Registration Statement on Form S-1 (Registration No. 333-194673) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as
March 19, 2014	SC 13G	RLYP / Relypsa, Inc. / CREDIT SUISSE AG/ - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Relypsa Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) Calendar Year 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic
March 19, 2014	S-1	Registration Statement - FORM S-1 Form S-1 Table of Contents As filed with the Securities and Exchange Commission on March 19, 2014 Registration No.
March 19, 2014	EX-10.10	RELYPSA, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN EX-10.10 Exhibit 10.10 RELYPSA, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE, SCOPE AND ADMINISTRATION OF THE PLAN 1.1 Purpose and Scope. The purpose of the Relypsa, Inc. 2013 Employee Stock Purchase Plan, as it may be amended from time to time, (the “Plan”) is to assist employees of Relypsa, Inc., a Delaware corporation, (the “Company”) and its Designated Subsidiaries in acquiring a
March 19, 2014	EX-10.21	RELYPSA, INC. EMPLOYMENT AGREEMENT Exhibit 10.21 RELYPSA, INC. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into by and between Mary Corbett (?Executive?) and Relypsa, Inc. (the ?Company?) (together referred to herein as the ?Parties?) as of the date of the last signature hereto. This Agreement supersedes in its entirety any agreement to which the Company is a party with respect to Executive?
March 19, 2014	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
March 19, 2014	EX-10.11	RELYPSA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Exhibit 10.11 RELYPSA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Non-employee members of the board of directors (the ?Board?) of Relypsa, Inc. (the ?Company?) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Program (this ?Program?), which was adopted pursuant to the Board?s resolutions on June 6, 2013, and amended pursuant to
March 19, 2014	EX-10.9(A)	RELYPSA, INC. 2013 EQUITY INCENTIVE AWARD PLAN ARTICLE 1. EX-10.9(a) Exhibit 10.9(a) RELYPSA, INC. 2013 EQUITY INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Relypsa, Inc. 2013 Equity Incentive Award Plan (as it may be amended from time to time, the “Plan”) is to promote the success and enhance the value of Relypsa, Inc. (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of the
March 19, 2014	EX-10.6	CONFIDENTIAL Manufacturing and Supply Agreement LANXESS CORPORATION RELYPSA, INC. EFFECTIVE AS OF NOVEMBER 27, 2012 EX-10.6 Exhibit 10.6 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Execution copy CONFIDENTIAL Manufacturing and Supply Agreement BETWEEN LANXESS CORPORATION AND RELYPSA, INC. EFFECTIVE AS OF NOVEMBER 27, 2012 Execution copy CONFIDENTIAL TA
March 19, 2014	EX-99.1	In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investme In accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement is being filed by Credit Suisse AG (the "Bank"), a Swiss bank, on behalf of its subsidiaries to the extent that they constitute the Investment Banking Division (the "Investment Banking Division") and the Alternative Investments business (the "AI Business") and U.S. private client services
March 17, 2014	EX-99.1	Relypsa Announces Fourth Quarter and Full Year 2013 Financial Results EX-99.1 Exhibit 99.1 NEWS RELEASE Relypsa Announces Fourth Quarter and Full Year 2013 Financial Results REDWOOD CITY, Calif., March 17, 2014 — Relypsa, Inc. (Nasdaq: RLYP), a biopharmaceutical company, today reported financial results for the fourth quarter and year ended December 31, 2013. Cash, cash equivalents and short-term investments totaled $94.8 million at December 31, 2013, compared to $5
March 17, 2014	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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): March 17, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File N
February 28, 2014	SC 13G	RLYP / Relypsa, Inc. / DELPHI VENTURES VII L P - SC 13G Passive Investment SC 13G 1 v369980sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Corrected1 Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) December 31, 2013 (Date of E
February 14, 2014	SC 13G	RLYP / Relypsa, Inc. / New Leaf Ventures I, L.p. - SC 13G Passive Investment SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. ) Relypsa, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 759531106 (CUSIP Number) December 31, 2013 (Date of Event Which
February 7, 2014	SC 13G	RLYP / Relypsa, Inc. / DELPHI VENTURES VII L P - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. )* Relypsa, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 759531106 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement
January 13, 2014	8-K	Entry into a Material Definitive Agreement, Other Events - 8-K 8-K 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): January 9, 2014 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission File
December 23, 2013	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 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): December 19, 2013 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of incorporation) (Commission Fil
December 23, 2013	EX-10.3(C)	SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT EX-10.3(c) Exhibit 10.3(c) SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into this 19th day of December, 2013, by and among OXFORD FINANCE LLC (“Oxford”), a Delaware limited liability company, as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as d
December 2, 2013	EX-99.1	JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13D, dated December 2, 2013 (the “Schedule 13D”), with respect to the Common Stock, of Relypsa, Inc.
December 2, 2013	EX-99.3	RELYPSA, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT EX-99.3 4 ss195510ex03.htm SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT EXHIBIT 3 EXECUTION VERSION RELYPSA, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT THIS SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the “Agreement”) is entered into as of the 26th day of July, 2012 (the “Effective Date”), by and among RELYPSA, INC., a Delaware corporation (the “Company”) and th
December 2, 2013	EX-99.2	FORM OF LOCK-UP LETTER RELYPSA, INC. LOCK-UP AGREEMENT , 2013 EXHIBIT 2 FORM OF LOCK-UP LETTER RELYPSA, INC. LOCK-UP AGREEMENT , 2013 Morgan Stanley & Co. LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Cowen and Company, LLC As Representatives of the several Underwriters listed in Schedule I to the Underwriting Agreement c/o Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated 1 Bryant Park
December 2, 2013	SC 13D	RLYP / Relypsa, Inc. / ORBIMED ADVISORS LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 RELYPSA, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 759531106 (CUSIP Number) OrbiMed Advisors LLC OrbiMed Capital GP IV LLC Samuel D. Isaly 601 Lexington Avenue, 54th Floor New York, NY 10022 Telephone: (212) 739-6400 (Name, Address and Telephone Num
November 20, 2013	S-8	- FORM S-8 S-8 1 d629390ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on November 20, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Relypsa, Inc. (Exact name of registrant as specified in its charter) Delaware 26-0893742 (State or other jurisdiction of incorporation or
November 20, 2013	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events 8-K 1 d630873d8k.htm FORM 8-K 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): November 20, 2013 RELYPSA, INC. (Exact name of registrant as specified in its charter) Delaware 001-36184 26-0893742 (State or other jurisdiction of inco
November 20, 2013	EX-3.2	AMENDED AND RESTATED BYLAWS OF RELYPSA, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETIN EX-3.2 Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RELYPSA, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PROCEDURES FOR N
November 20, 2013	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RELYPSA, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RELYPSA, INC. Relypsa, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”), hereby certifies as follows: ONE: The name of this corporation is Relypsa, Inc., and the original certificate of incorporation of this corporation was filed with
November 20, 2013	EX-99.1	Relypsa, Inc. Announces Closing of Initial Public Offering EX-99.1 Exhibit 99.1 Relypsa, Inc. Announces Closing of Initial Public Offering REDWOOD CITY, Calif., November 20, 2013 — Relypsa, Inc. (Nasdaq: RLYP), a clinical-stage biopharmaceutical company, today announced the closing of its initial public offering of 7,877,500 shares of its common stock at an initial public offering price of $11.00 per share, which includes the exercise in full by the under
November 15, 2013	424B4	6,850,000 Shares Relypsa, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-191437 6,850,000 Shares Relypsa, Inc. Common Stock This is the initial public offering of shares of common stock of Relypsa, Inc. We are offering 6,850,000 shares of our common stock. Prior to this offering, there has been no public market for our common stock. Our common stock has been approved for listing on The NASDAQ Globa
November 14, 2013	FWP	Filed Pursuant to Rule 433 FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated November 14, 2013 Relating to Preliminary Prospectus dated November 1, 2013 Registration No.
November 14, 2013	S-1/A	- AMENDMENT NO. 4 TO FORM S-1 Amendment No. 4 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 14, 2013. Registration No. 333-191437 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Relypsa, Inc. (Exact name of Registrant as specified in its charter) Delaware 2834 26-0893742 (
November 13, 2013	S-1/A	- AMENDMENT NO. 3 TO FORM S-1 Amendment No. 3 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2013. Registration No. 333-191437 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Relypsa, Inc. (Exact name of Registrant as specified in its charter) Delaware 2834 26-0893742 (
November 13, 2013	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RELYPSA, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RELYPSA, INC. John A. Orwin, hereby certifies that: ONE: The name of this company is Relypsa, Inc., a Delaware corporation (the “Company”). The date of filing of the original Certificate of Incorporation of this Company (as amended, the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware was Au

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