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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):
October 7, 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 incorporation) |
|
(Commission
File Number) | |
Identification Number) |
| 100 Summer Street, Suite 2300 |
|
|
|
|
| Boston, Massachusetts |
|
|
|
02110 |
| |
|
|
|
|
| (Address of principal |
|
|
|
|
| executive offices) |
|
|
|
(Zip code) |
(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:
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-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 ¨
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 7, 2025, Andrew Dreyfus provided
notice of his resignation from the Board of Directors of Ironwood Pharmaceuticals, Inc. (the “Company”), effective November 1,
2025. Mr. Dreyfus’ decision to resign is due to his appointment as President and Chief Executive Officer of the National Institute
for Health Care Management (NIHCM) Foundation and was not a result of any disagreement with the Company or any matter relating to the
Company’s operations, policies or practices. The Company thanks Mr. Dreyfus for his service and the many contributions he made
to the Company during his tenure on the Board of Directors.
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: October 10, 2025 |
By: |
/s/ Gregory Martini |
| |
|
Name: Gregory Martini |
| |
|
Title: Senior Vice President, Chief Financial Officer |
