UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
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| of incorporation) | Identification Number) |
| (Address of principal | (Zip code) | |
| executive offices) |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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
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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. ¨
Item 1.02 Termination of a Material Definitive Agreement.
On September 16, 2019, Ironwood Pharmaceuticals, Inc. (the “Company”) completed the previously announced redemption of all of its outstanding aggregate principal amount of 8.375% notes due 2026 (the “Notes”), equating to approximately $116.5 million. The Notes were redeemed at a redemption price of approximately $123.0 million, which is equal to 105.5% of the aggregate principal amount of the Notes, plus accrued and unpaid interest on the Notes to, but excluding, the redemption date of September 16, 2019. In accordance with the terms of the indenture, dated as of September 23, 2016, between the Company and U.S. Bank National Association governing the Notes (the “Indenture”), such Indenture was satisfied and discharged as of September 16, 2019 upon the redemption of the Notes.
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: September 16, 2019 | By: | /s/ Gina Consylman |
| Name: Gina Consylman | ||
| Title: Senior Vice President, Chief Financial Officer | ||
Cover |
Sep. 16, 2019 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Sep. 16, 2019 |
| Entity File Number | 001-34620 |
| Entity Registrant Name | IRONWOOD PHARMACEUTICALS, INC. |
| Entity Central Index Key | 0001446847 |
| Entity Tax Identification Number | 04-3404176 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 301 Binney Street |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02142 |
| City Area Code | 617 |
| Local Phone Number | 621-7722 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class A common stock, $0.001 par value |
| Trading Symbol | IRWD |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |