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PROSPECTUS SUPPLEMENT No. 1
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Filed Pursuant to Rule 424(b)(3) under the |
(TO PROSPECTUS DATED JANUARY 20, 2009)
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Securities Act of 1933 in connection with |
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Registration No. 333-156708 |
ARDEA BIOSCIENCES, INC.
COMMON STOCK
This prospectus supplement No. 1 supplements and amends the prospectus dated January 20, 2009,
which is referred to herein as the Prior Prospectus, relating to the resale from time to time of up
to 3,421,668 shares of our common stock by the selling stockholders named in the Prior Prospectus
and the selling stockholders donees, pledgees or successors. Of the shares, 2,737,336 were issued
pursuant to a private placement that closed on December 19, 2008, and an additional 684,332 shares
are issuable upon the exercise of warrants sold in the private placement which are first
exercisable beginning June 17, 2009 and expire on December 19, 2013.
This prospectus supplement should be read in conjunction with the Prior Prospectus, which is
to be delivered with this prospectus supplement. This prospectus supplement is not complete
without, and may not be delivered or utilized except in connection with, the Prior Prospectus,
including any amendments or supplements thereto.
We are filing this prospectus supplement to reflect the transfer by each of Visium Balanced
Fund, LP, Visium Balanced Offshore Fund, Ltd., Visium Long Bias Offshore Ltd., and Visium Long Bias
Fund, LP, to Visium Balanced Master Fund, Ltd. of certain shares, warrants and the shares that are
issuable upon exercise of such warrants, registered for such entities for resale pursuant to the
Prior Prospectus, effective January 20, 2009. This prospectus supplement does not impact any other
selling stockholders set forth in the table appearing under the caption Selling Stockholders on
pages 18 to 20 of the Prior Prospectus, which we refer to herein as the Selling Stockholder Table.
The Selling Stockholder Table is hereby amended and supplemented by (i) deleting the
references therein to Visium Balanced Fund, LP, Visium Balanced Offshore Fund, Ltd., Visium Long
Bias Offshore Ltd., and Visium Long Bias Fund, LP, and the shares, warrants and the shares that are
issuable upon exercise of such warrants, held by such entities as well as the contents of footnotes
(11) and (12) and (ii) adding the stockholder identified in the table below and the related
footnote set forth below. For purposes of this prospectus supplement, the applicable percentage of
ownership shown below is based on 17,835,734 shares of our common stock outstanding as of December
31, 2008.
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Shares of |
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Shares |
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Common Stock |
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Number of |
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Owned After |
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Owned Prior to |
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Shares Being |
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Offering |
Name |
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Offering |
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Offered |
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Number |
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Percent |
Visium Balanced Master Fund, Ltd.(17) |
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1,220,296 |
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307,708 |
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974,129 |
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5.46 |
% |
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(17) |
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Number of shares being offered includes 61,541 shares of common stock issuable upon the
exercise of warrants acquired in the Private Placement. |
Information contained in this prospectus supplement regarding selling stockholders is based on
information provided by or on behalf of the selling stockholders, and may change over time.
Investing in our common stock involves a high degree of risk. You are urged to read the
section entitled Risk Factors beginning on page 5 of the
Prior Prospectus, as well as the section
entitled Risk Factors
included in our recent quarterly and annual reports filed with the Securities and Exchange
Commission, which describe specific risks and other information that should be considered before
you make an investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The
date of this Prospectus Supplement is February 20, 2009.