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)
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Delaware |
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001-34620 |
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04-3404176 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of Incorporation) |
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Identification No.) |
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301 Binney Street |
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Cambridge, Massachusetts |
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02142 |
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(Address of principal |
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(Zip code) |
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executive offices) |
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(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
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated February 8, 2012, announcing offering of Class A common stock. |
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.
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IRONWOOD PHARMACEUTICALS, INC. | |
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Dated: February 8, 2012 |
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/s/ Halley E. Gilbert |
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Name: Halley E. Gilbert |
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Title: Vice President, Legal Affairs and General Counsel |