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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 Number)    (I.R.S. Employer
of incorporation)       Identification Number)

 

100 Summer Street, Suite 2300        
Boston, Massachusetts       02110
(Address of principal       (Zip code)
executive offices)        

 

(617) 621-7722

(Registrant’s telephone number,

including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Class A common stock, $0.001 par value IRWD Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On January 9, 2023, Ironwood Pharmaceuticals, Inc. (the “Company”) issued a press release (the “Press Release”) containing an update on its recent business activities.

 

In addition, beginning on January 9, 2023, the Company intends to use the presentation (the “Corporate Presentation”) furnished herewith, or portions thereof, which provides updates on the Company’s business activities, in one or more meetings with or presentations to investors. 

 

The Press Release and Corporate Presentation contain information regarding certain of the Company’s results of operations for 2022.  Copies of the Press Release and Corporate Presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

 

The Press Release and Corporate Presentation are being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such document be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.   Description
99.1   Ironwood Pharmaceuticals, Inc. Press Release dated January 9, 2023
99.2   Corporate Presentation
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

 

 

SIGNATURES

 

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

 

    Ironwood Pharmaceuticals, Inc.
         
         
   Dated: January 9, 2023   By:   /s/ Sravan K. Emany  
        Name: Sravan K. Emany  
        Title: Senior Vice President, Chief Financial Officer