Armistice Capital, LLC and Steven Boyd report beneficial ownership of 16,150,000 shares of Ironwood Pharmaceuticals Class A common stock, representing 9.94% of the outstanding shares. The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager and exercises shared voting and dispositive power. Steven Boyd, as managing member of Armistice Capital, is reported with the same shared voting and dispositive power. No sole voting or dispositive power is claimed. The percentage is based on 162,434,130 shares outstanding as reported by the issuer.
Positive
None.
Negative
None.
Insights
TL;DR Armistice Capital discloses a near-10% stake (16.15M shares) in Ironwood with shared voting and disposal authority via its managed fund.
This Schedule 13G/A shows an investment manager reporting shared control over a material minority position. The filing indicates passive reporting under Schedule 13G/A format rather than an active 13D control intent. Ownership is routed through the Master Fund with voting and dispositive power exercised by Armistice Capital under an investment management agreement. The disclosure clarifies that the Master Fund disclaims direct beneficial ownership due to that agreement.
TL;DR A sub-10% stake by an activist-capable manager warrants monitoring, but the filing asserts ordinary-course passive intent and shared authority.
The report identifies shared voting and dispositive power for 16,150,000 shares and explicitly states the acquisition and holdings are in the ordinary course of business and not for changing control. The formal joint filing and signature by the managing member provide governance traceability. Item disclosures are complete with issuer share count used to compute the 9.94% figure.
FAQ
How many Ironwood Pharmaceuticals (IRWD) shares does Armistice Capital report owning?
The filing reports 16,150,000 shares, representing 9.94% of Class A common stock.
Who holds the shares reported in the Schedule 13G/A for IRWD?
The shares are directly held by Armistice Capital Master Fund Ltd., with Armistice Capital, LLC as investment manager and Steven Boyd as managing member.
Does Armistice Capital claim sole voting or dispositive power over the IRWD shares?
No. The filing reports 0 sole voting power and 16,150,000 shared voting power; similarly, 0 sole dispositive power and 16,150,000 shared dispositive power.
What basis was used to calculate the 9.94% ownership in IRWD?
The percentage is based on 162,434,130 shares outstanding as reported by the issuer.
Does the filing indicate an intent to influence control of Ironwood (IRWD)?
The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
IRONWOOD PHARMACEUTICALS INC
(Name of Issuer)
Class A common stock, $0.001 par value
(Title of Class of Securities)
23254X201
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
23254X201
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
16,150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,150,000.00
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)
9.94 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
23254X201
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
16,150,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,150,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,150,000.00
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)
9.94 %
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:
9,468,000 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.:
23254X201
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:
16,150,000
(b)
Percent of class:
9.94 %
(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:
16,150,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
16,150,000
The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 162,434,130 Shares outstanding as of July 31, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 11, 2025.
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.
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:
08/15/2025
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
08/15/2025
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, 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: August 15, 2025
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
