Washington, D.C. 20549




Current Report Pursuant to

Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):


April 5, 2019



(Exact name of registrant as specified in its charter)







(State or other jurisdiction
of incorporation)


(Commission File Number)


(I.R.S. Employer
Identification Number)


301 Binney Street
Cambridge, Massachusetts



(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:


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))


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 o


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. o



Item 1.01 Entry into a Material Definitive Agreement.


Pursuant to that certain indenture dated as of June 15, 2015, between Ironwood Pharmaceuticals, Inc. (“Ironwood”) and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”), Ironwood previously issued $335.7 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2022 (the “Notes”).


On April 5, 2019, Ironwood and the Trustee entered into a Supplemental Indenture to the Indenture (the “Supplemental Indenture”). Pursuant to Section 10.01(h) of the Indenture, the Supplemental Indenture amends the term “Valuation Period” under the Indenture to reference a ten consecutive trading day period, rather than a five consecutive trading day period, in order to conform the definition of “Valuation Period” in the Indenture to the definition of “Valuation Period” used in the preliminary offering memorandum, dated June 8, 2015, relating to the offering and sale of the Notes.


The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.


(d)   Exhibits.


Exhibit No.








Supplemental Indenture dated as of April 5, 2019 by and between Ironwood Pharmaceuticals, Inc. and U.S. Bank National Association, as Trustee





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: April 8, 2019


/s/ Gina Consylman




Gina Consylman




Senior Vice President, Chief Financial Officer