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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):
June 15, 2026
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:
| ¨ | 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 8.01 Other Events.
On June 15, 2026, Ironwood Pharmaceuticals, Inc.
(the “Company”) repaid in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026
(the “2026 Convertible Notes”) at their scheduled maturity. The Company funded the repayment of the outstanding aggregate
principal amount of the 2026 Convertible Notes using proceeds from available cash on hand. No conversions were exercised by holders of
the 2026 Convertible Notes, and the capped call transactions the Company has separately entered into in connection with the issuance
of the 2026 Convertible Notes terminated upon expiry.
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: June 15, 2026 |
By: |
/s/ Ronald Silver |
| |
|
Name: Ronald Silver |
| |
|
Title: Interim Chief Financial Officer |
