Ironwood Pharmaceuticals ownership update: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 15,028,000 shares of Class A common stock, representing 9.22% of the class in Amendment No. 6.
The filing states Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice exercises shared voting and dispositive power over the reported securities. The Master Fund disclaims beneficial ownership by virtue of the Investment Management Agreement. The joint filing is signed by Steven Boyd on May 15, 2026.
Positive
None.
Negative
None.
Insights
Armistice holds a 15,028,000-share position in Ironwood, or 9.22% of Class A.
The filing documents beneficial ownership through an investment manager relationship: Armistice Capital exercises shared voting and dispositive power over the 15,028,000 shares held by the Master Fund. The Master Fund is identified as the direct holder while disclaiming beneficial ownership due to its agreement with Armistice Capital.
Holdings at this scale can be relevant to shareholder composition and potential coordinated actions; subsequent filings may show changes in shared voting/dispositive power.
The submission is a joint Schedule 13G/A amendment clarifying manager and fund roles.
The statement emphasizes that Armistice Capital, as investment manager, and Steven Boyd, as managing member, may be deemed to beneficially own the securities held by the Master Fund while the Master Fund disclaims ownership because it lacks voting/dispositive authority under the Investment Management Agreement.
Key governance signals are the recorded 9.22% stake and the filing’s allocation of shared voting and dispositive power; follow-up filings will show whether this position or control attributes change.
Key Figures
Shares beneficially owned:15,028,000 sharesPercent of class:9.22%Filing signature date:May 15, 2026
3 metrics
Shares beneficially owned15,028,000 sharesClass A common stock
Percent of class9.22%Percentage of Class A common stock
Investment Management Agreement, beneficially own, shared dispositive power
3 terms
Investment Management Agreementregulatory
"Investment Management Agreement, Armistice Capital exercises voting"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
beneficially ownfinancial
"Armistice Capital exercises voting and investment power... and thus may be deemed to beneficially own"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared dispositive powerfinancial
"Shared dispositive power 15,028,000.00"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
IRONWOOD PHARMACEUTICALS, INC.
(Name of Issuer)
Class A common stock, $0.001 par value
(Title of Class of Securities)
46333X108
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
46333X108
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,028,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,028,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,028,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.22 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
46333X108
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,028,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,028,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,028,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.22 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
IRONWOOD PHARMACEUTICALS, INC.
(b)
Address of issuer's principal executive offices:
100 SUMMER STREET, SUITE 2300, BOSTON, MA, 02110
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Class A common stock, $0.001 par value
(e)
CUSIP No.:
46333X108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
15,028,000
(b)
Percent of class:
9.22%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
15,028,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
15,028,000
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
Armistice Capital and Steven Boyd report beneficial ownership of 15,028,000 shares, equal to 9.22% of Class A common stock. The filing attributes shared voting and dispositive power to Armistice as investment manager of the Master Fund.
Who directly holds the shares reported by Armistice?
The direct holder is Armistice Capital Master Fund Ltd. The filing states the Master Fund is the direct holder while Armistice Capital acts as its investment manager and exercises shared voting and dispositive power.
Does the Master Fund claim beneficial ownership of the reported shares?
No. The Master Fund explicitly disclaims beneficial ownership due to its Investment Management Agreement, noting it lacks the ability to vote or dispose of the securities held by it.
When was the Schedule 13G/A amendment signed?
The joint filing (Amendment No. 6) is signed by Steven Boyd on May 15, 2026, and records the reported ownership and manager/disclaimer relationships in that submission.
What powers over the shares does Armistice report having?
Armistice reports shared voting power of 15,028,000 shares and shared dispositive power of 15,028,000 shares, with no sole voting or dispositive power reported.
