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):

February 8, 2012

 


 

IRONWOOD PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-34620

 

04-3404176

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

301 Binney Street

 

 

Cambridge, Massachusetts

 

02142

(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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 8.01 Other Events

 

On February 8, 2012, Ironwood Pharmaceuticals, Inc. (the “Company”) announced that it has commenced a public offering of 5,250,000 shares of its Class A common stock, $0.001 par value per share (the “Offering”).  In connection with this Offering, the Company will grant the underwriters a 30-day option to purchase additional shares of Class A common stock equal to up to 15% of the number of shares of Class A common stock sold in the Offering.  J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as joint bookrunning managers of the offering.

 

On February 8, 2012, the Company issued a press release announcing the Offering.  A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated February 8, 2012, announcing offering of Class A common stock.

 

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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: February 8, 2012

By:

/s/ Halley E. Gilbert

 

 

Name: Halley E. Gilbert

 

 

Title: Vice President, Legal Affairs and General Counsel

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated February 8, 2012, announcing offering of Class A common stock.

 

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