الإحصائيات الأساسية
| LEI | 549300PC8MR6QHH6P296 |
| CIK | 1446847 |
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 Ironwood Pharmaceuticals, Inc.
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
| September 3, 2025 |
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 29, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of in |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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: 00 |
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| August 7, 2025 |
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 7, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| August 7, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Second Quarter 2025 Results; Maintains Full Year 2025 Financial Guidance – LINZESS® (Iinaclotide) U.S. net sales of $248 million in Q2 2025; EUTRx demand growth of 10% year-over-year – – Plans to align with FDA on confirmatory Phase 3 trial design in Q4 2025 – – Progressing previously announced strategic alternatives review to |
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| July 10, 2025 |
Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated July 10, 2025 Exhibit 16.1 July 10, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated July 10, 2025 of Ironwood Pharmaceuticals, Inc. and are in agreement with the statements contained in the first and third sentences of the first paragraph and second, third, fourth and fifth paragraphs under (a) Dismissal of Independent Regis |
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| July 10, 2025 |
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 3, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) |
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| June 12, 2025 |
Submission of Matters to a Vote of Security Holders 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 10, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) |
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| June 3, 2025 |
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 28, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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: 0 |
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| May 7, 2025 |
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, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) ( |
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| May 7, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports First Quarter 2025 Results – On track to achieve FY 2025 financial guidance; raised adjusted EBITDA guidance to greater than $105 million for 2025 – – LINZESS® (Iinaclotide) EUTRx prescription demand growth of 8% year-over-year; in line with full-year expectations – – Exploring strategic alternatives to maximize stockholder value |
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| April 28, 2025 |
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 ☒ 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 |
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| April 28, 2025 |
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)) ¨ Defin |
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| April 25, 2025 |
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 25, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| April 25, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reiterates Full-Year 2025 LINZESS U.S. Net Sales Guidance and Raises Adjusted EBITDA Guidance – Reiterates 2025 guidance of LINZESS U.S. net sales of $800-$850 million and total Ironwood revenue of $260-290 million – – LINZESS (Iinaclotide) EUTRx prescription demand growth in Q1 2025 of 8% year-over-year; in line with full-year expectatio |
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| April 14, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Provides Clinical and Regulatory Update on Apraglutide – Feedback from recent FDA interaction indicates that a confirmatory Phase 3 trial evaluating apraglutide in SBS-IF is needed to seek approval – – Company has engaged Goldman Sachs & Co. LLC to explore strategic alternatives – BOSTON, Mass., April 14, 2025 — Ironwood Pharmaceu |
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| April 14, 2025 |
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 14, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 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 001-346 |
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| March 31, 2025 |
Subsidiaries of Ironwood Pharmaceuticals, Inc. Exhibit 21.1 List of Registrant’s Subsidiaries Ironwood Pharmaceuticals Securities Corporation (Massachusetts) Ironwood Pharmaceuticals GmbH (Switzerland) VectivBio AG (Switzerland) GlyPharma Therapeutic Inc (Canada) |
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| March 31, 2025 |
Insider Trading Prevention Policy Exhibit 19.1 IRONWOOD PHARMACEUTICALS, INC. INSIDER TRADING PREVENTION POLICY 1. Policy The purpose of this policy is to reduce the potential for risk of violating U.S. securities laws by the directors, officers, other employees, and consultants of Ironwood Pharmaceuticals, Inc. (the “Company”) as well as the potential for such risk by the members of their families or others who share the same hou |
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| March 27, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Announces Receipt of Nasdaq Non-Compliance Notification Regarding Late 2024 Form 10-K Filing BOSTON, Mass., March 27, 2025 — Ironwood Pharmaceuticals, Inc. (the “Company”) (Nasdaq: IRWD), a biotechnology company developing and commercializing life-changing therapies for people living with gastrointestinal (GI) and rare diseases, today ann |
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| March 27, 2025 |
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 21, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| March 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-34620 CUSIP Number: 46333X108 x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| February 27, 2025 |
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 27, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Num |
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| February 27, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Fourth Quarter and Full Year 2024 Results; Achieves 2024 Financial Guidance – Announced positive data from open-label extension study demonstrating an increased number of patients on apraglutide achieving enteral autonomy over time – – Initiated rolling NDA submission; on track to be completed in Q3 2025 – – LINZESS® (Iinaclotide) |
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| January 29, 2025 |
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 17, 2025 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Numb |
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| December 5, 2024 |
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 2, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| November 14, 2024 |
IRWD / Ironwood Pharmaceuticals, Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G 1 armistice-irwd093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IRONWOOD PHARMACEUTICALS, INC. (Name of Issuer) Class A common stock, $0.001 par value (Title of Class of Securities) 46333X108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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| November 12, 2024 |
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 6, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| November 7, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Third Quarter 2024 Results – LINZESS® (Iinaclotide) EUTRx prescription demand growth of 13% year-over-year – – Remains on track to complete apraglutide NDA submission in Q1 2025 – – Maintains Full Year 2024 Financial Guidance – BOSTON, Mass., November 7, 2024 — Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a GI-focused healthcare |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 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 numbe |
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| November 7, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 7, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| October 16, 2024 |
IRWD / Ironwood Pharmaceuticals, Inc. / STATE STREET CORP Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IRONWOOD PHARMACEUTICALS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 46333X108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| September 30, 2024 |
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 27, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission (I.R.S. |
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| September 30, 2024 |
Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of September 27, 2024 (this “Amendment”), is entered into by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Borrower”), the 2024 Incremental Revolving Lenders (as defined below), the 2024 Extending Revolving Lenders (as defined below), the Issuing Banks and |
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| August 8, 2024 |
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 8, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of inc |
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| August 8, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Second Quarter 2024 Results – LINZESS® (Iinaclotide) EUTRx prescription demand growth of 11% year-over-year – – Plans to pursue apraglutide rolling NDA review; expects to complete submission in the first quarter of 2025 – – On track to deliver CNP-104 topline results in the third quarter of 2024 – – Revises FY 2024 financial guida |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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: 00 |
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| June 21, 2024 |
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, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) |
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| June 20, 2024 |
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 20, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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: 0 |
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| May 9, 2024 |
Exhibit 99.1 Ironwood Pharmaceuticals Reports First Quarter 2024 Results – Reported positive topline results from global Phase III STARS trial of once-weekly apraglutide in adults with short bowel syndrome with intestinal failure (SBS-IF) – – Reported positive results from Phase II exploratory STARGAZE trial of apraglutide in patients with steroid-refractory gastrointestinal acute Graft-versus-Hos |
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| May 9, 2024 |
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 9, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) ( |
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| April 25, 2024 |
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 ☒ 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 |
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| April 25, 2024 |
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)) ¨ D |
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| February 16, 2024 |
Policy for Recoupment of Incentive Compensation Exhibit 97 IRONWOOD PHARMACEUTICALS, INC. POLICY FOR RECOUPMENT OF INCENTIVE COMPENSATION 1. Policy In accordance with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations thereunder, the Board of Directors (the “Board”) of Ironwood Pharmaceuticals, Inc. (the “Company”) has adopted a policy (the “Policy”) providing for the Company’s recoupment of |
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| February 16, 2024 |
Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024 Exhibit 10.9 Ironwood Pharmaceuticals, Inc. Second Amended and restated 2019 Non-Employee Director Compensation Policy Effective as of January 1, 2024 (the “Effective Date”), each individual who provides services to Ironwood Pharmaceuticals, Inc. (the “Company) as a member of its Board of Directors (the “Board”), other than a director who is employed by the Company or a subsidiary of the Company ( |
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| February 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 001-346 |
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| February 16, 2024 |
Subsidiaries of Ironwood Pharmaceuticals, Inc. Exhibit 21.1 List of Registrant’s Subsidiaries Ironwood Pharmaceuticals Securities Corporation (Massachusetts) Ironwood Pharmaceuticals GmbH (Switzerland) VectivBio AG (Switzerland) VectivBio Comet AG (Switzerland) GlyPharma Therapeutic Inc (Canada) VectivBio US, Inc. (Delaware) |
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| February 15, 2024 |
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 15, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of |
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| February 15, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Fourth Quarter and Full Year 2023 Results; Achieves 2023 Financial Guidance – LINZESS® (Iinaclotide) 2023 U.S. net sales of $1.1 billion, an increase of 7% year-over-year, driven by EUTRx prescription demand growth of 10% year-over-year – – 2023 Ironwood revenue of $443 million, driven primarily by $430 million in U.S. LINZESS col |
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| January 10, 2024 |
IRWD / Ironwood Pharmaceuticals, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0011-ironwoodpharmaceutica.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: Ironwood Pharmaceuticals Inc Class A Title of Class of Securities: Common Stock CUSIP Number: 46333X108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appr |
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| January 8, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Maintains FY 2023 Financial Guidance and Announces FY 2024 Financial Guidance – Expects high-single digit percentage LINZESS® EUTRx prescription demand growth in 2024 – – Expects 2024 adjusted EBITDA of greater than $150 million – BOSTON, Mass., January 8, 2024 — Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a GI-focused healthcare compa |
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| January 8, 2024 |
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 8, 2024 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of in |
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| January 8, 2024 |
Ironwood Pharmaceuticals A Leading GI Healthcare Company 1 NASDAQ: IRWD Exhibit 99.2 Ironwood Pharmaceuticals A Leading GI Healthcare Company 1 NASDAQ: IRWD This presentation contains forward - looking statements. Investors are cautioned not to place undue reliance on these forward - loo king statements, including statements about our ability to execute on our vision; our strategy, business, financial position and operations, including with respect to our strategic pr |
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| November 30, 2023 |
U.S. LINZESS Commercial Collaboration1 Revenue/Expense Calculation (In thousands) November 30, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Lynn Dicker and Tara Harkins Re: Ironwood Pharmaceuticals, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 Form 8-K filed on February 16, 2023 File No. 001-34620 Ladies and Gentlemen: On behalf of Ironwood Pharmaceu |
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| November 9, 2023 |
As filed with the Securities and Exchange Commission on November 9, 2023 As filed with the Securities and Exchange Commission on November 9, 2023 Registration No. |
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| November 9, 2023 |
Form of Restricted Stock Unit Agreement under the Amended and Restated 2019 Equity Incentive Plan Ironwood Pharmaceuticals, Inc. Amended and Restated 2019 Equity Incentive Plan Restricted Stock Unit Award Agreement Name of Participant: Grant Number: Date of Grant: Plan: Amended and Restated 2019 Equity Incentive Plan Total Number of Restricted Stock Units Subject to this Award (the “Restricted Stock Units”): Vesting Commencement Date: Vest Dates: This agreement (this “Restricted Stock Unit Awa |
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| November 9, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 9, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| November 9, 2023 |
Exhibit 4.4 IRONWOOD PHARMACEUTICALS, INC. and [ ], as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS Article 1 . DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.3. RULES OF CONSTRUCTION 4 Article 2. THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3. EXECUTION AND |
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| November 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Third Quarter 2023 Results – LINZESS® (Iinaclotide) EUTRx prescription demand growth increased 8% year-over-year; LINZESS U.S. net sales of $279 million, an increase of 7% year-over-year – – Reported positive final data from STARS Nutrition, a Phase II study of apraglutide in short bowel syndrome with intestinal failure (SBS-IF) a |
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| November 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 numbe |
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| November 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Ironwood Pharmaceuticals, Inc. |
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| November 9, 2023 |
As filed with the Securities and Exchange Commission on November 9, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 9, 2023 Registration No. |
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| November 9, 2023 |
Filing fee table. Filed herewith. Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Ironwood Pharmaceuticals, Inc. |
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| September 11, 2023 |
The accompanying notes are an integral part of these consolidated financial statements. Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 1460) F-2 AUDITED CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS F-3 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION F-4 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY F-5 CONSOLIDATED STATEMENTS OF CASH FLOWS F-6 NOTES TO THE CONSOLIDA |
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| September 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 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 29, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commi |
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| September 11, 2023 |
Ironwood Historical for the Six Months Ended June 30, 2023 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The unaudited pro forma condensed combined financial information included herein presents the unaudited pro forma condensed combined statements of income (loss) based upon the historical financial statements of Ironwood Pharmaceuticals, Inc (“Ironwood” or the “Company”) and VectivBio Holding AG (the “Acquiree” o |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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: 00 |
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| August 8, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Second Quarter 2023 Results; Raises Full Year 2023 LINZESS® U.S. Net Sales and Ironwood Revenue Guidance – LINZESS (Iinaclotide) EUTRx prescription demand growth increased 9% year-over-year; LINZESS U.S. net sales of $270 million, an increase of 9% year-over-year – – Expands clinical utility of LINZESS with FDA approval for pediat |
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| August 8, 2023 |
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 8, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of inc |
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| July 7, 2023 |
VECT / VectivBio Holding AG / IRONWOOD PHARMACEUTICALS INC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* VectivBio Holding AG (Name of Issuer) Ordinary Shares, nominal value of CHF 0.05 per share (Title of Class of Securities) H9060V101 (CUSIP Number) John Minardo Ironwood Pharmaceuticals, Inc. Senior Vice President, Chief Legal Officer and Secretary |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) June 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| June 30, 2023 |
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 29, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission (I.R.S. Empl |
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| June 30, 2023 |
Ironwood and VectivBio Announce the Completion of the Tender Offer for VectivBio Shares Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood and VectivBio Announce the Completion of the Tender Offer for VectivBio Shares BOSTON and BASEL, Switzerland – June 29, 2023 – Ironwood Pharmaceuticals, Inc. (“Ironwood”) (Nasdaq: IRWD), a GI-focused healthcare company, and VectivBio Holding AG (“VectivBio”) (Nasdaq: VECT), a global clinical-stage biopharmaceutical company pioneering novel, transformatio |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) Ironwood Pharmaceuticals, Inc. (Name of Filing Person—Offeror) Ordinary Shares, CHF 0.05 nominal value per share (Title of Class of Securities) H |
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| June 29, 2023 |
Exhibit (a)(5)(L) FOR IMMEDIATE RELEASE Ironwood and VectivBio Announce the Completion of the Tender Offer for VectivBio Shares BOSTON and BASEL, Switzerland – June 29, 2023 – Ironwood Pharmaceuticals, Inc. |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) Ironwood Pharmaceuticals, Inc. (Name of Filing Person—Offeror) Ordinary Shares, CHF 0.05 nominal value per share (Title of Class of Securities) H |
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| June 22, 2023 |
Amended and Restated 2019 Equity Incentive Plan Exhibit 10.1 IRONWOOD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants |
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| June 22, 2023 |
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 20, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of inco |
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| June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) Ironwood Pharmaceuticals, Inc. (Name of Filing Person—Offeror) Ordinary Shares, CHF 0.05 nominal value per share (Title of Class of Securities) H |
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| June 16, 2023 |
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 VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) IRONWOOD PHARMACEUTICALS, INC. (Name of Filing Person — Offeror) Ordinary Shares, CHF 0.05 nominal value per share (Title of Class of Securities) H9060V 101 (CUSIP |
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| June 16, 2023 |
Exhibit (a)(5)(K) FOR IMMEDIATE RELEASE Ironwood and VectivBio Announce Expiration of Hart-Scott-Rodino Waiting Period for Proposed Acquisition of VectivBio BOSTON and BASEL, Switzerland – June 16, 2023 – Ironwood Pharmaceuticals, Inc. |
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| May 31, 2023 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Registered Ordinary Shares of VECTIVBIO HOLDING AG at $17. |
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| May 31, 2023 |
Exhibit 99.(d)(4) HIGHLY CONFIDENTIAL April 29, 2023 Luca Santarelli, M.D. Chief Executive Officer VectivBio Holding AG Aeschenvorstadt 36 4501 Basel, Switzerland Re: Exclusivity Agreement Dear Mr. Santarelli, This letter confirms our agreement with respect to the matters set forth below in connection with a potential negotiated transaction (the “Transaction”) between VectivBio Holding AG (the “Co |
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| May 31, 2023 |
Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Registered Ordinary Shares of VECTIVBIO HOLDING AG at $17. |
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| May 31, 2023 |
Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| May 31, 2023 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY to Tender Registered Ordinary Shares of VECTIVBIO HOLDING AG at at a price per share equal to $17. |
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| May 31, 2023 |
Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Registered Ordinary Shares of VECTIVBIO HOLDING AG at a price per share equal to $17. |
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| May 31, 2023 |
VECTIVBIO HOLDING AG NON-DISCLOSURE AGREEMENT Exhibit 99.(d)(2) VECTIVBIO HOLDING AG NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (this "Agreement") is entered into between VectivBio Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland, having its registered office at Aeschenvorstadt 36, 4051 Basel, Switzerland, and registered with the commercial register of the Canton of Basel |
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| May 31, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule TO-T (Rule 14d-100) VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) IRONWOOD PHARMACEUTICALS, INC. |
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| May 31, 2023 |
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 VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) IRONWOOD PHARMACEUTICALS, INC. (Name of Filing Person — Offeror) Ordinary Shares, CHF 0.05 nominal value per share (Title of Class of Securities) H9060V 101 (CUSIP |
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| May 31, 2023 |
Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Registered Ordinary Shares of VECTIVBIO HOLDING AG at $17. |
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| May 23, 2023 |
Exhibit 99.1 Subject Line: Greetings from Ironwood CEO Tom McCourt Send date: 5/23/23 VectivBio team, On behalf of the entire Ironwood team, I want to extend a heartfelt and excited welcome! As you heard yesterday, VectivBio and Ironwood have officially entered into an agreement, under which Ironwood agreed to acquire VectivBio. This is an incredibly exciting time for both of our companies … provi |
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| May 23, 2023 |
Exhibit 99.2 Video of Tom McCourt, speaking to VectivBio Employees Date: May 23, 2023 Hello VectivBio. My name is Tom McCourt and I am the CEO of Ironwood Pharmaceuticals. Yesterday, as you all know, we announced our intention to acquire VectivBio. I want to let you know just how excited we are to have the opportunity to work with such a talented team. And this is even more exciting for our patien |
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| May 23, 2023 |
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 VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) Ironwood Pharmaceuticals, Inc. (Name of Filing Person—Offeror) Ordinary Shares, CHF 0.05 nominal value per share (Title of Class of Securities) H9060V 101 (CUSIP N |
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| May 23, 2023 |
EX-99.3 4 tm2316529d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 IRWD Tom McCourt Bloomberg Interview Transcript 5.23.23 Janet: Ironwood is paying about a billion dollars for a clinical-stage Swiss biopharma called VectivBio. Ironwood is looking to expand its portfolio of drugs to treat gastrointestinal diseases. I sat down with CEO Tom McCourt just after the deal was announced. Tom: Ironwood has been ar |
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| May 22, 2023 |
Exhibit 2.1 TRANSACTION AGREEMENT among IRONWOOD PHARMACEUTICALS, INC. and VECTIVBIO HOLDING AG Dated as of May 21, 2023 TABLE OF CONTENTS Page Article I. THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 4 Section 1.3 Company Actions 5 Section 1.4 Director Designations 6 Section 1.5 Treatment of Company Equity Awards; Warrants 6 Section 1.6 Exchange and Payment 8 Section 1.7 Withhol |
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| May 22, 2023 |
Exhibit 99.2 Ironwood Enters into Definitive Agreement to Acquire VectivBio, a Clinical-Stage Biotech Company Pioneering Novel Treatments for Severe Rare Gastrointestinal Diseases - Transaction Advances Ironwood’s Vision of Becoming the Leading GI Healthcare Company - - Adds apraglutide, Next Generation, Synthetic GLP-2 Analog in Phase 3 for Short Bowel Syndrome with Intestinal Failure (SBS-IF); P |
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| May 22, 2023 |
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 21, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission (I.R.S. Emplo |
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| May 22, 2023 |
Social media posts (Twitter and LinkedIn) of Ironwood Pharmaceuticals, Inc., dated May 22, 2023 Exhibit 99.7 Twitter Post LinkedIn Post Additional Information and Where to Find It The description contained herein is for informational purposes only and is not a recommendation, an offer to buy or the solicitation of an offer to sell any of VectivBio’s ordinary shares. The tender offer for VectivBio’s outstanding ordinary shares described in this communication has not commenced. At the time the |
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| May 22, 2023 |
Exhibit 2.1 TRANSACTION AGREEMENT among IRONWOOD PHARMACEUTICALS, INC. and VECTIVBIO HOLDING AG Dated as of May 21, 2023 TABLE OF CONTENTS Page Article I. THE OFFER 2 Section 1.1 The Offer 2 Section 1.2 Offer Documents 4 Section 1.3 Company Actions 5 Section 1.4 Director Designations 6 Section 1.5 Treatment of Company Equity Awards; Warrants 6 Section 1.6 Exchange and Payment 8 Section 1.7 Withhol |
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| May 22, 2023 |
Exhibit 99.2 Creating Value for GI Patients and Shareholders Acquisition of VectivBio Safe Harbor Statement 2 Certain statements in this communication may constitute “forward - looking statements”. Forward - looking statements may be typical ly identified by such words as “may,” “will,” “could,” “should,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “ project,” “intend,” and ot |
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| May 22, 2023 |
Transcript of Conference call on May 22, 2023 Exhibit 99.3 CORPORATE PARTICIPANTS Andrew Davis Ironwood Pharmaceuticals, Inc. - Senior VP & Chief Business Officer Michael Shetzline Ironwood Pharmaceuticals, Inc. - Chief Medical Officer, Senior VP and Head of Research & Drug Development Sravan Kumar Emany Ironwood Pharmaceuticals, Inc. - Senior VP, Principal Financial Officer & CFO Thomas A. McCourt Ironwood Pharmaceuticals, Inc. - CEO & Direc |
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| May 22, 2023 |
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 VECTIVBIO HOLDING AG (Name of Subject Company (Issuer)) Ironwood Pharmaceuticals, Inc. (Name of Filing Person—Offeror) Ordinary Shares, CHF 0.05 nominal value per share (Title of Class of Securities) H9060V 101 (CUSIP N |
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| May 22, 2023 |
FORM OF TENDER AND SUPPORT AGREEMENT Exhibit 99.1 EXECUTION VERSION PRIVILEGED AND CONFIDENTIAL FORM OF TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 21, 2023, is entered into by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent, the “Parties” and each, |
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| May 22, 2023 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of May 21, 2023 by and among IRONWOOD PHARMACEUTICALS, INC., as Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and as Collateral Agent CITIZENS BANK, N.A., as Co-Administrative Agent and THE LENDERS PARTY HERETO CITIBANK, N.A., CITIZENS BANK, N.A., JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS, LLC1, and WELLS FAR |
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| May 22, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Enters into Definitive Agreement to Acquire VectivBio, a Clinical-Stage Biotech Company Pioneering Novel Treatments for Severe Rare Gastrointestinal Diseases - Transaction Advances Ironwood’s Vision of Becoming the Leading GI Healthcare Company - - Adds apraglutide, Next Generation, Synthetic GLP-2 Analog in Phase 3 for Short Bowel Syndrome with Intestin |
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| May 22, 2023 |
Exhibit 99.1 EXECUTION VERSION PRIVILEGED AND CONFIDENTIAL FORM OF TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 21, 2023, is entered into by and among Ironwood Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and each of the Persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent, the “Parties” and each, |
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| May 22, 2023 |
Joint Press Release, dated May 22, 2023, of Ironwood Pharmaceuticals, Inc. and VectivBio Holding AG Exhibit 99.2 Ironwood Enters into Definitive Agreement to Acquire VectivBio, a Clinical-Stage Biotech Company Pioneering Novel Treatments for Severe Rare Gastrointestinal Diseases - Transaction Advances Ironwood’s Vision of Becoming the Leading GI Healthcare Company - - Adds apraglutide, Next Generation, Synthetic GLP-2 Analog in Phase 3 for Short Bowel Syndrome with Intestinal Failure (SBS-IF); P |
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| May 22, 2023 |
Email to partners and vendors of Ironwood Pharmaceuticals, Inc. dated May 22, 2023 Exhibit 99.6 [Dear Valued Partners & Vendors / INSERT CUSTOMARY GREETING], I am writing to share some exciting news about Ironwood. Earlier today, we announced that Ironwood has entered into a definitive agreement to acquire VectivBio, a Switzerland-based clinical-stage biopharmaceutical company focused on developing treatments for severe, rare GI conditions with high unmet medical need. With the |
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| May 22, 2023 |
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 21, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission (I.R.S. Emplo |
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| May 22, 2023 |
Email to local media dated May 22, 2023 Exhibit 99.5 Subject: Boston-based Ironwood to Acquire Swiss-based VectivBio Hi XXXX, Boston-based Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a GI-focused healthcare company, just announced that it has agreed to acquire Switzerland-based and VectivBio Holding AG (“VectivBio”) (Nasdaq: VECT), a clinical-stage biopharmaceutical company pioneering novel transformational treatments for severe rare |
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| May 22, 2023 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of May 21, 2023 by and among IRONWOOD PHARMACEUTICALS, INC., as Borrower WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and as Collateral Agent CITIZENS BANK, N.A., as Co-Administrative Agent and THE LENDERS PARTY HERETO CITIBANK, N.A., CITIZENS BANK, N.A., JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS, LLC1, and WELLS FAR |
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| May 22, 2023 |
Email to breaking news, pharma and trade media dated May 22, 2023 Exhibit 99.4 For Breaking News, Pharma and Trade Media: Subject: Ironwood to Acquire VectivBio Hi XXXX, Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a GI-focused healthcare company, just announced that it has agreed to acquire VectivBio Holding AG (“VectivBio”) (Nasdaq: VECT), a clinical-stage biopharmaceutical company pioneering novel transformational treatments for severe rare gastrointestinal |
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| May 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 16 )* Ironwood Pharamaceuticals, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) April 28, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| May 4, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports First Quarter 2023 Results; Maintains Full Year 2023 Financial Guidance – LINZESS (Iinaclotide) EUTRx prescription demand growth increased 10% year- over-year; LINZESS U.S. net sales of $250 million, an increase of 8% year-over-year – – GAAP net income of $46 million and adjusted EBITDA of $60 million; ended Q1 2023 with $740 mill |
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| May 4, 2023 |
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, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) ( |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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: 0 |
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| April 27, 2023 |
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)) ¨ Defin |
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| April 27, 2023 |
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 ☒ 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 |
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| April 11, 2023 |
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 10, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| February 16, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Fourth Quarter and Full Year 2022 Results – 2022 GAAP and non-GAAP net income of $175 million – – 2022 adjusted EBITDA of $252 million; ended 2022 with $656 million in cash and cash equivalents – – FDA granted priority review to the sNDA for LINZESS® (linaclotide) for the treatment of functional constipation in pediatric patients |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 001-346 |
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| February 16, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 16, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Num |
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| February 16, 2023 |
Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2023 Exhibit 10.8 Ironwood Pharmaceuticals, Inc. Amended and restated 2019 Non-Employee Director Compensation Policy Effective as of January 1, 2023 (the “Effective Date”), each individual who provides services to Ironwood Pharmaceuticals, Inc. (the “Company) as a member of its Board of Directors (the “Board”), other than a director who is employed by the Company or a subsidiary of the Company (a “Non- |
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| February 14, 2023 |
IRWD / Ironwood Pharmaceuticals, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment SC 13G/A 1 fp0081792-1sc13ga.htm UNITED STATES 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(b) (AMENDMENT NO. 6)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 4 |
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| February 9, 2023 |
IRWD / Ironwood Pharmaceuticals, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Ironwood Pharmaceuticals Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 46333X108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this S |
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| February 6, 2023 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 15 )* Ironwood Pharamaceuticals, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check t |
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| January 9, 2023 |
EX-99.2 3 tm232274d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Leading in GI through Growth and InnovationJ.P. Morgan Healthcare Conference | January 11, 2023Presented by Tom McCourtCEO, Ironwood Pharmaceuticals, Inc.Nasdaq: IRWD Safe Harbor Statement 2 This presentation contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, includin |
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| January 9, 2023 |
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, 2023 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Numbe |
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| January 9, 2023 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Provides Update on FY 2022 Financial Guidance and Announces FY 2023 Financial Guidance – sNDA submitted to U.S. FDA in December 2022 seeking approval of a new indication of LINZESS® (linaclotide) for functional constipation in children and adolescents 6 to 17 years of age – – Expects high single-digit LINZESS® EUTRx prescription demand gr |
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| November 3, 2022 |
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 3, 2022 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Numb |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 numbe |
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| November 3, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Strong Third Quarter 2022 Results; Maintains Full Year 2022 Financial Guidance – LINZESS® (Iinaclotide) EUTRx prescription demand growth in Q3 2022 increased 10% year-over-year – – Ironwood and its partner, AbbVie, plan to submit a supplemental New Drug Application (sNDA) to the U.S. Food and Drug Administration (FDA) for a potent |
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| August 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 4, 2022 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| August 4, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Second Quarter 2022 Results; Maintains Full Year Guidance Due to Continued Strength of LINZESS? Prescription Demand ? LINZESS (Iinaclotide) EUTRx prescription demand growth in Q2 2022 increased 9% year-over-year ? ? GAAP net income of $37 million and adjusted EBITDA of $56 million; ended Q2 2022 with $504 million in cash and cash |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 3, 2022 |
Submission of Matters to a Vote of Security Holders 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 1, 2022 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of incor |
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| May 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 5, 2022 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of incorp |
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| May 5, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports First Quarter 2022 Results; Maintains Full Year 2022 Financial Guidance ? LINZESS? (Iinaclotide) prescription demand growth increased 11% year-over-year; LINZESS U.S. net sales of $232 million, an increase of 8% year-over-year ? ? Total revenue of $98 million; U.S. LINZESS collaboration revenue of $94 million ? ? GAAP net income o |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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: 0 |
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| April 21, 2022 |
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 ? 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 Ru |
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| April 21, 2022 |
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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| February 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 ? 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 |
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| February 17, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 17, 2022 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of |
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| February 17, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Fourth Quarter and Full Year 2021 Results; LINZESS? (linaclotide) Achieves Blockbuster Status as U.S. Net Sales Exceed $1 Billion in 2021 ? 2021 total revenue of $414 million, driven primarily by $400 million in U.S. LINZESS collaboration revenue ? ? 2021 GAAP net income of $528 million, includes a $338 million non-recurring incom |
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| February 14, 2022 |
IRWD / Ironwood Pharmaceuticals, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES 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(b) (AMENDMENT NO. 5)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 46333X108 (CUSIP Number) Eddie C. |
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| February 10, 2022 |
IRWD / Ironwood Pharmaceuticals, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Ironwood Pharmaceuticals Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 46333X108 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this S |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 14 )* Ironwood Pharamaceuticals, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| February 1, 2022 |
SC 13G/A 1 irwda120122.htm WESTFIELD CAPITAL MANAGEMENT COMPANY, L.P. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Stat |
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| January 10, 2022 |
Exhibit 99.2 Leading in GI through Growth and Innovation J.P. Morgan Healthcare Conference January 12, 2022 PRESENTED BY Tom McCourt, CEO Ironwood Pharmaceuticals Exhibit 99.1 Safe Harbor Statement 2 This presentation contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about our ability to execute on our |
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| January 10, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Provides Update on FY 2021 Financial Guidance and Announces FY 2022 Financial Guidance ? LINZESS Expected to Achieve Blockbuster Status with U.S. Net Sales in Excess of $1 Billion in 2021 ? ? Initiates Board Authorized Share Repurchase Program in Q4 2021 ? ? Expects Continued Double-Digit LINZESS? Prescription Demand Growth in 2022 ? BOST |
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| January 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 10, 2022 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| December 1, 2021 |
Form of Executive Severance Agreement Exhibit 10.1 IRONWOOD PHARMACEUTICALS, INC. EXECUTIVE SEVERANCE AGREEMENT This Executive Severance Agreement (this ?Agreement?) is made as of the day of [ ] (the ?Effective Date?) by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and [ ] (the ?Executive?). WHEREAS the Executive currently serves as an employee of the Company; and WHEREAS the Company and the Exec |
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| December 1, 2021 |
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 1, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| November 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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 numbe |
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| November 4, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Third Quarter 2021 Results and Provides Corporate Development Update ? LINZESS? (Iinaclotide) prescription demand growth increased 12% year-over-year; LINZESS U.S. net sales of $253 million, an increase of 5% year-over-year ? ? Total revenue of $104 million; U.S. LINZESS collaboration revenue of $100 million ? ? GAAP net income of |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 5, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Strong Second-Quarter 2021 Results, Raises Full-Year Guidance ? LINZESS? (Iinaclotide) U.S. net sales of $259 million, an increase of 18% year-over-year ? ? Total revenue of $104 million, an increase of 16% year-over-year, driven primarily by U.S. LINZESS collaboration revenue of $100 million ? ? GAAP net income of $391 million, i |
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| August 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 5, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of inc |
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| July 22, 2021 |
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 16, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of inco |
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| June 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 1, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| June 24, 2021 |
Exhibit 10.1 IRONWOOD PHARMACEUTICALS, INC. SECOND AMENDED & RESTATED EXECUTIVE SEVERANCE AGREEMENT This Second Amended & Restated Executive Severance Agreement (this ?Agreement?) is made as of the day of June 22, 2021 (the ?Effective Date?) by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation (the ?Company?), and Thomas McCourt (the ?Executive?). WHEREAS the Executive currently s |
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| June 7, 2021 |
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 1, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of incor |
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| June 3, 2021 |
Submission of Matters to a Vote of Security Holders 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 2, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of incor |
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| May 6, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports First Quarter 2021 Results ? LINZESS? (Iinaclotide) U.S. net sales of $215 million, an increase of 12% year-over-year ? ?Total revenue of $89 million, an increase of 11% year-over-year, driven primarily by U.S. LINZESS collaboration revenue of $86 million ? ? GAAP net income of $40 million and adjusted EBITDA of $46 million; ended |
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| May 6, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 6, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 6, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of incorp |
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| April 22, 2021 |
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 ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 22, 2021 |
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)) ? Defin |
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| March 30, 2021 |
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 26, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| March 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 4, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of |
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| March 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.3)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 46333X108 (CUSIP Number) Mark DiPaolo Senior Partner, General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 0683 |
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| February 17, 2021 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Fourth Quarter and Full Year 2020 Results, Exceeding or Meeting Full Year 2020 Financial Guidance; Provides Full Year 2021 Financial Guidance ? LINZESS? (linaclotide) 2020 U.S. net sales of $931 million, up 10% year-over-year; Ironwood expects 2021 U.S. LINZESS net sales growth of 3 to 5% ? ? 2020 total revenue of $390 million, dr |
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| February 17, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2020 ? 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 |
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| February 17, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 17, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of |
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| February 17, 2021 |
Description of Securities of Ironwood Pharmaceuticals, Inc. Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Unless the context otherwise requires, all references to the ?Company,? ?we,? ?us? and ?our? in this Exhibit 4.5 refer to Ironwood Pharmaceuticals, Inc. General The following is a summary of the material rights of our capital stock and related provisions of our eleventh a |
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| February 17, 2021 |
Exhibit 10.13.1 ? AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT ? THIS AMENDMENT TO THE AMENDED AND RESTATED LICENSE AGREEMENT (this ?Amendment?) is made on January 8, 2021 by and between Ironwood Pharmaceuticals, Inc. (?Ironwood?) and Astellas Pharma Inc. (?Astellas?) with reference to that certain AMENDED AND RESTATED LICENSE AGREEMENT entered into as of August 1, 2019 by and between I |
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| February 12, 2021 |
UNITED STATES 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(b) (AMENDMENT NO. 4)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 46333X108 (CUSIP Number) Eddie C. |
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| February 10, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: Ironwood Pharmaceuticals Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 46333X108 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Sc |
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| February 8, 2021 |
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 4, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 13 )* Ironwood Pharamaceuticals, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 11, 2021 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| January 11, 2021 |
J.P. Morgan Healthcare Conference January 11, 2021 Exhibit 99.1 This presentation contains forward - looking statements . Investors are cautioned not to place undue reliance on these forward - looking statements, including statements about our ability to execute on our vision to become the leading U . S . GI healthcare company ; the Company’s strategy, business, financial position and operations, |
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| January 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| December 16, 2020 |
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 14, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of |
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| December 3, 2020 |
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 1, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| December 3, 2020 |
Ironwood Pharmaceuticals Appoints Jay P. Shepard to Board of Directors Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Appoints Jay P. Shepard to Board of Directors BOSTON, Mass., December 3, 2020 — Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD) today announced the appointment of Jay P. Shepard to its Board of Directors, effective immediately. Mr. Shepard will also serve as a member of the Audit Committee. Following the appointment of Mr. Shepard, the Boar |
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| November 9, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.2)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 46333X108 (CUSIP Number) Mark DiPaolo Senior Partner, General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 0683 |
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| November 6, 2020 |
S-3ASR 1 tm2034673-1s3.htm S-3ASR TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 5, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdi |
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| November 6, 2020 |
Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939, as amended.* Exhibit 25 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) ¨ U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identific |
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| November 6, 2020 |
Exhibit 4.4 Ironwood Pharmaceuticals, Inc. and U.S. Bank National Association, as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 5 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECUR |
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| November 5, 2020 |
Ironwood Pharmaceuticals Appoints Alexander Denner, Ph.D., to Board of Directors Exhibit 99.2 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Appoints Alexander Denner, Ph.D., to Board of Directors BOSTON, Mass., November 5, 2020 — Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD) today announced the appointment of Alexander Denner, Ph.D., to its Board of Directors, effective November 9, 2020. Dr. Denner is the founding partner and chief investment officer of Sarissa Capital Manage |
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| November 5, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 numbe |
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| November 5, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Strong Third Quarter 2020 Results and Increases Full Year 2020 Financial Guidance – U.S. LINZESS® (linaclotide) net sales increased 10% year-over-year to $241 million, as reported by AbbVie Inc. (AbbVie) – – U.S. LINZESS collaboration revenue to Ironwood increased 18% year-over-year to $100 million, resulting in 3Q 2020 total Iron |
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| November 5, 2020 |
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, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of i |
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| September 29, 2020 |
Costs Associated with Exit or Disposal Activities - 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 29, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of |
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| August 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of inc |
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| August 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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: 00 |
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| August 6, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Second Quarter 2020 Results; Delivered GAAP Net Income of $25 Million and Adjusted EBITDA of $33 Million – Grew LINZESS® (Iinaclotide) total prescription demand by 9% year-over-year; new-to-brand prescription demand grew >15% in June 2020 compared to March 2020 – – Made important updates designed to strengthen IW-3718 Phase III pr |
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| June 8, 2020 |
Submission of Matters to a Vote of Security Holders 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 3, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) |
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| May 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 6, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number) ( |
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| May 6, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports First Quarter 2020 Results and Provides Update on Impact of COVID-19 Pandemic – Grew LINZESS® (linaclotide) total prescription demand by 11% year-over-year – – Increased total revenue by 16% year-over-year to $80 million, driven primarily by U.S. LINZESS collaboration revenue of $71 million – – Delivered GAAP net income of $3 mill |
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| May 6, 2020 |
Exhibit 10.4 January 30, 2020 [Revised February 18, 2020] Dear Halley: This letter summarizes the terms of the separation package that Ironwood Pharmaceuticals, Inc. (“Ironwood”) is willing to offer you. Please read this letter agreement (the “Letter Agreement”), which includes a general release, carefully. If you are willing to agree to its terms, please print your name and sign and date in the s |
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| May 6, 2020 |
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan Exhibit 10.2 Name and Address of Participant: Grant Number: Date of Grant: Target Number of PSUs Subject to this Award (the “Restricted Stock Units”): Ironwood Pharmaceuticals, Inc. 2019 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Agreement This agreement (including any exhibits hereto, this “Agreement”) evidences an award (the “Award”) of performance-based restricted stock |
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| May 6, 2020 |
Services Agreement, February 29, 2020, between Ironwood Pharmaceuticals, Inc. and Halley Gilbert EX-10.5 5 irwd-20200331xex10d5.htm EX-10.5 Exhibit 10.5 SERVICES AGREEMENT THIS SERVICES AGREEMENT (“Agreement”) made as of February 29, 2020 (the “Effective Date”) is between Ironwood Pharmaceuticals, Inc., a Delaware corporation having an address at 100 Summer Street, Suite 2300, Boston, MA 02110 (“Ironwood”), and Halley E. Gilbert (“Consultant”). Ironwood desires to have the benefit of Consulta |
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| May 6, 2020 |
Exhibit 10.3 IRONWOOD PHARMACEUTICALS, INC. AMENDED & RESTATED EXECUTIVE SEVERANCE AGREEMENT This Amended & Restated Executive Severance Agreement (this “Agreement”) is made as of February 26, 2019 (the “Effective Date” by and between Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company” and Halley Gilbert (the “Executive”) WHEREAS the Executive currently serves as an employee of t |
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| May 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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: 0 |
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| April 21, 2020 |
IRWD / Ironwood Pharmaceuticals, Inc. DEFA14A - - DEFA14A DEFA14A 1 a20-150453defa14a.htm 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 o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a |
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| April 21, 2020 |
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 17, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| April 21, 2020 |
Definitive Proxy Statement on Schedule 14A, filed on April 21, 2020 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 ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 16, 2020 |
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 14, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| February 26, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Class A Common Stock, $0.001 par value (Title of Class of Securities) 46333X108 (CUSIP Number) Mark DiPaolo Senior Partner, General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 0683 |
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| February 14, 2020 |
IRWD / Ironwood Pharmaceuticals, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES 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(b) (AMENDMENT NO. 3)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 46333X108 (CUSIP Number) Eddie C. |
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| February 13, 2020 |
Subsidiaries of Ironwood Pharmaceuticals, Inc. Exhibit 21.1 List of Registrant’s Subsidiaries Ironwood Pharmaceuticals Securities Corporation, incorporated in Massachusetts, a wholly owned subsidiary. Ironwood Pharmaceuticals GmbH, incorporated in Switzerland, a wholly owned subsidiary. |
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| February 13, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (I.R.S. Employer of |
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| February 13, 2020 |
Exhibit 10.39 Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 DATE: August 7, 2019 TO: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, MA 02142 Attn: Chief Legal Officer FROM: Credit Suisse Capital LLC SUBJECT: Partial Terminations of Relevant Transactions Listed on Attached Schedule A and Related Amendments The purpose of |
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| February 13, 2020 |
Exhibit 10.38 JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England DATE: August 7, 2019 TO: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, MA 02142 Attn: Chief Legal Officer FROM: JPMorgan Chase Bank, National Association SUBJECT: Partial Terminations of Relevant Transactions Listed on Attached Schedule A and Related Amendments The |
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| February 13, 2020 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Strong Fourth Quarter and Full Year 2019 Results, Exceeding Full Year 2019 Guidance; Provides Full Year 2020 Guidance –2019 revenue of $428 million, driven primarily by U.S. LINZESS® (linaclotide) collaboration revenue– –GAAP net income from continuing operations of $59 million and adjusted EBITDA from continuing operations of $14 |
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| February 13, 2020 |
Description of Securities of Ironwood Pharmaceuticals, Inc. Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Unless the context otherwise requires, all references to the “Company,” “we,” “us” and “our” in this Exhibit 4.5 refer to Ironwood Pharmaceuticals, Inc. General The following is a summary of the material rights of our capital stock and related provisions of our eleventh a |
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| February 13, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 001-346 |
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| February 13, 2020 |
Amended and Restated 2010 Employee Stock Purchase Plan Exhibit 10.4 IRONWOOD PHARMACEUTICALS, INC. AMENDED AND RESTATED 2010 EMPLOYEE STOCK PURCHASE PLAN (As AMENDED AND RESTATED AS OF January 1, 2020) The following constitute the provisions of the Amended and Restated 2010 Employee Stock Purchase Plan (the “Plan”) of Ironwood Pharmaceuticals, Inc. (the “Company”), as further amended and restated effective as of January 1, 2020 (the “Restatement Date” |
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| February 12, 2020 |
IRWD / Ironwood Pharmaceuticals, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Ironwood Pharmaceuticals Inc Title of Class of Securities: Common Stock CUSIP Number: 46333X108 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is |
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| January 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12 )* Ironwood Pharamaceuticals, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 46333X108 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 13, 2020 |
1 J.P. Morgan 38 th Annual Healthcare Conference Ironwood Pharmaceuticals January 2020 Exhibit 99.1 1 J.P. Morgan 38 th Annual Healthcare Conference Ironwood Pharmaceuticals January 2020 2 Forward Looking Statements This presentation contains forward - looking statements. Investors are cautioned not to place undue reliance on these forward - look ing statements, including statements about our ability to execute on our vision to become a leader in GI; the mechanisms of action, develo |
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| January 13, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2020 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Numb |
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| October 31, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 31, 2019 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Numb |
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| October 31, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals Reports Third Quarter 2019 Results; Raises Full Year 2019 Guidance – – Total revenue of $131 million, driven primarily by LINZESS® (linaclotide) U.S. collaboration revenue of $85 million and ex-U.S. license and milestone revenue of $42 million – – $21 million in GAAP net income from continuing operations; $76 million in adjusted EBITDA fr |
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| October 31, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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 numbe |
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| September 18, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 16, 2019 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Nu |
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| September 18, 2019 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [**], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO IRONWOOD PHARMACEUTICALS, INC. IF PUBLICLY DISCLOSED. Execution Version AMENDED AND RESTATED COLLABORATION AGREEMENT by and between IRONWOOD PHARMACEUTICALS, INC. and AstraZeneca AB Effective Date: October 23, 2012 Amendmen |
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| September 18, 2019 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Ironwood Pharmaceuticals and AstraZeneca Amend LINZESS® (linaclotide) Collaboration in China – Ironwood to receive up to $125 million, consisting of $35 million in non-contingent payments and up to $90 million in commercial milestones, in addition to tiered royalties up to 20 percent – – AstraZeneca obtains full responsibility for the development, manufacturing a |
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| September 16, 2019 |
Termination of 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): September 16, 2019 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Nu |
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| September 9, 2019 |
IRWD / Ironwood Pharmaceuticals, Inc. / BROWN CAPITAL MANAGEMENT LLC Passive Investment UNITED STATES 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(b) (AMENDMENT NO. 2)* Ironwood Pharmaceuticals, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 46333X108 (CUSIP Number) Eddie C. |
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| August 14, 2019 |
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 14, 2019 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Numbe |
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| August 13, 2019 |
Exhibit 10.10 Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 DATE: August 7, 2019 TO: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, MA 02142 Attn: Chief Legal Officer FROM: Credit Suisse Capital LLC SUBJECT: Partial Terminations of Relevant Transactions Listed on Attached Schedule A and Related Amendments The purpose of |
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| August 13, 2019 |
Exhibit 10.1 EXECUTION VERSION JPMorgan Chase Bank, National Association New York Branch 383 Madison Avenue New York, NY 10179 August 7, 2019 To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Base Call Option Transaction Re: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call opt |
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| August 13, 2019 |
Exhibit 4.1 IRONWOOD PHARMACEUTICALS, INC. 0.75% Convertible Senior Notes due 2024 INDENTURE DATED AS OF August 12, 2019 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 7 Section 1.03 Rules of Construction 8 Section 1.04 References to Additional Interest 8 ARTICLE 2 THE |
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| August 13, 2019 |
Exhibit 10.6 JPMorgan Chase Bank, National Association New York Branch 383 Madison Avenue New York, NY 10179 August 12, 2019 To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Telephone No.: (617) 621-7722 Facsimile No.: (617) 588-0623 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to |
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| August 13, 2019 |
Exhibit 10.4 EXECUTION VERSION Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, NY 10010 August 7, 2019 To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: Chief Legal Officer Re: Base Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of th |
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| August 13, 2019 |
Exhibit 10.7 Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, NY 10010 August 12, 2019 To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Telephone No.: (617) 621-7722 Facsimile No.: (617) 588-0623 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) |
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| August 13, 2019 |
Exhibit 1.1 Execution Version IRONWOOD PHARMACEUTICALS, INC. 0.75% Convertible Senior Notes due 2024 1.50% Convertible Senior Notes due 2026 Purchase Agreement August 7, 2019 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Ironwood Pharmaceuticals, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to you (the “Initial Purchaser”), |
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| August 13, 2019 |
Exhibit 10.9 JPMorgan Chase Bank, National Association London Branch 25 Bank Street Canary Wharf London E14 5JP England DATE: August 7, 2019 TO: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, MA 02142 Attn: Chief Legal Officer FROM: JPMorgan Chase Bank, National Association SUBJECT: Partial Terminations of Relevant Transactions Listed on Attached Schedule A and Related Amendments The |
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| August 13, 2019 |
Exhibit 10.5 JPMorgan Chase Bank, National Association New York Branch 383 Madison Avenue New York, NY 10179 August 12, 2019 To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Telephone No.: (617) 621-7722 Facsimile No.: (617) 588-0623 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) is to |
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| August 13, 2019 |
Exhibit 10.2 EXECUTION VERSION JPMorgan Chase Bank, National Association New York Branch 383 Madison Avenue New York, NY 10179 August 7, 2019 To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Base Call Option Transaction Re: The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call opt |
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| August 13, 2019 |
Exhibit 4.2 IRONWOOD PHARMACEUTICALS, INC. 1.50% Convertible Senior Notes due 2026 INDENTURE DATED AS OF August 12, 2019 U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01 Definitions 1 Section 1.02 Other Definitions 7 Section 1.03 Rules of Construction 8 Section 1.04 References to Additional Interest 8 ARTICLE 2 THE |
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| August 13, 2019 |
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 7, 2019 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 001-34620 04-3404176 (State or other jurisdiction (Commission File Number |
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| August 13, 2019 |
Exhibit 10.8 Credit Suisse Capital LLC c/o Credit Suisse Securities (USA) LLC 11 Madison Avenue New York, NY 10010 August 12, 2019 To: Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge, Massachusetts, 02142 Attention: General Counsel Telephone No.: (617) 621-7722 Facsimile No.: (617) 588-0623 Re: Additional Call Option Transaction The purpose of this letter agreement (this “Confirmation”) |
