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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):
November
10, 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 2.02 Results of Operations and Financial Condition.
On November 10, 2025, Ironwood Pharmaceuticals, Inc.
issued a press release containing an update on its recent business activities as well as those for the quarter ended September 30,
2025. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The press release is 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 November 10,
2025 |
| |
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: November 10, 2025 |
By: |
/s/ Gregory Martini |
| |
|
Name: |
Gregory Martini |
| |
|
Title: |
Senior Vice President, Chief Financial Officer |
