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 310, 2011

ARYX THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33782	77-0456039
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

6300 Dumbarton Circle

Fremont, California

94555

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (510) 585-2200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On March 10, 2011, we were notified by The NASDAQ Stock Market of its hearing panel’s determination to delist our common stock from the NASDAQ Capital Market and suspend trading of our common stock effective with the open of the market on Monday, March 14, 2011, based on our non-compliance with the NASDAQ stockholders’ equity requirement, as set forth in Listing Rule 5550(b). Effective Monday, March 14, 2011, our common stock will be listed and begin trading on the OTCQB™ Marketplace. Our symbol on the OTCQB™ Marketplace will remain ARYX. The OTCQB™ Markeplace is operated by OTC Markets Group, Inc. and is a market tier for OTC-traded companies that are registered and reporting with the Securities and Exchange Commission. Commencing March 14, 2011, investors will be able to view real time stock quotes for ARYX at http://www.otcmarkets.com and through most online broker websites. There is no assurance that our common stock will continue to meet the listing standards and continue to trade on the OTCQB™ Marketplace.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 810, 2011, ~~David~~John ~~Beier,~~Varian ~~Lars~~resigned ~~Ekman,~~in ~~Herm~~his ~~Rosenman and~~capacity ~~Paul Sekhri resigned~~ as ~~members of~~ our ~~board~~Chief ofFinancial ~~directors, or the Board, including from their respective memberships on the committees of the Board, effective immediately~~Officer. ~~The~~ ~~resignations of Dr~~Mr. ~~Ekman~~Varian ~~and~~did ~~Messrs. Beier~~not resign, ~~Rosenman~~ and ~~Sekhri~~continues ~~were not the result of any disagreement with us on any matter relating~~ to ~~our operations~~serve, ~~policies~~as orour ~~practices,~~Chief orOperating ~~regarding the general direction of our company~~Officer.

~~Item~~On ~~8.01.~~March 11, ~~Other~~2011, ~~Events~~Pascal Druzgala resigned in his capacity as our Senior Vice President and Chief Scientific Officer.

The U.S Food and Drug Administration, or FDA, has preliminary notified us that there will be an additional delay by the FDA in providing guidance regarding the special protocol assessment, or SPA, we submitted for our gastrointestinal product candidate, naronapride. The FDA was initially to respond to our request for the SPA by November 5, 2010 but informed us at the time that the response would be delayed until the end of March 2011. The FDA has now indicated that we will likely not receive a response on our SPA until July 2011 at the earliest. Due to the delay in receiving guidance from the FDA and the lack of clarity as to the path forward for the development of naronapride, on March 3, 2011, we were advised by our existing principal and potential new investors that were contemplating a potential financing arrangement for our company that they would not be participating in any future funding of our company.2

As a consequence, on March 3, 2011, the Board determined that continued operations of ARYx is not possible due to our limited current cash resources and the lack of any additional funding options, and authorized our management to cooperate with our secured creditors to effect an orderly wind-down of our operations immediately. Absent the cooperation and agreement of our secured creditors to effect an orderly wind-down of our operations and disposition of our assets, the Board authorized and directed management to proceed with the filing by us of a voluntary petition for bankruptcy under the provisions of Chapter 7 of the U.S. Bankruptcy Code.SIGNATURE

OnPursuant ~~March 9, 2011, we issued a press release related~~ to the ~~matters~~requirements ~~covered~~of bythe ~~this~~Securities ~~Current~~Exchange ~~Report~~Act ~~on Form 8-K. A copy~~ of 1934, the ~~press~~registrant ~~release~~has isduly ~~attached~~caused ~~hereto~~this asreport ~~Exhibit 99.1~~to ~~and~~be issigned ~~hereby~~on ~~incorporated~~its behalf by ~~reference~~the ~~into~~undersigned, ~~this~~thereunto ~~Item~~duly 8authorized.~~01.~~

~~Item~~Dated: March 11, ~~9.01 Financial Statements and Exhibits.~~2011

~~(d)~~ARYX ~~Exhibits~~THERAPEUTICS, INC. By: /s/ David Nagler David Nagler Vice President, Corporate Affairs and Secretary

Exhibit Number		Description
99.1		Press release, dated March 9, 2011, entitled “ARYx Therapeutics Informed of Additional Delay by FDA and Begins Wind-Down of Operations.”

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 9, 2011

ARYX THERAPEUTICS, INC. By: /s/ David Nagler David Nagler Vice President, Corporate Affairs and Secretary

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press release, dated March 9, 2011, entitled “ARYx Therapeutics Informed of Additional Delay by FDA and Begins Wind-Down of Operations.”

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