Current Report Filing (8-k)
December 16 2020 - 4:01PM
Edgar (US Regulatory)
0001446847
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0001446847
2020-12-14
2020-12-14
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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):
December
14, 2020
IRONWOOD PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
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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(I.R.S. Employer
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of incorporation)
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(Commission File Number)
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Identification Number)
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100 Summer Street, Suite 2300
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Boston, Massachusetts
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02110
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(Address of principal
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executive offices)
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(Zip code)
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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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Class A common stock, $0.001 par value
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IRWD
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Nasdaq Global Select Market
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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.
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Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 14, 2020, it was determined
that Kelly MacDonald will transition out of her position as Vice President, Finance and Chief Accounting Officer of Ironwood Pharmaceuticals, Inc.
(the “Company”), effective February 19, 2021 (the “Transition Date”). Ms. MacDonald is designated the Company’s
principal accounting officer. Ms. MacDonald’s transition is not due to any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices. Beginning on the Transition Date, Gina Consylman (age 48), the Company’s
Senior Vice President, Chief Financial Officer, will serve as the Company’s principal accounting officer.
Biographical information for Ms. Consylman
is available in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on
April 21, 2020 in connection with the Company’s 2020 annual meeting of stockholders, such information being incorporated
herein by reference. There is no arrangement or understanding between Ms. Consylman and any other person pursuant to which
Ms. Consylman was selected as the Company’s principal accounting officer, effective on the Transition Date. There
is no family relationship between Ms. Consylman and any director, executive officer, or person nominated or chosen by the
Company to become a director or executive officer of the Company. Ms. Consylman is not, and has not been since January 1,
2019, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company,
required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
This
Current Report on Form 8-K contains forward-looking statements. Investors are cautioned not to place undue reliance on these
forward-looking statements, including statements about anticipated transitions within the Company’s accounting
function, including the expected date thereof. Each forward-looking statement is subject to risks and uncertainties that
could cause actual events to differ materially from those expressed or implied in such statement. Applicable risks and
uncertainties include those related to the possibility that transitions within the Company’s accounting function do not
occur as anticipated for any reason and the risks listed under the heading “Risk Factors” and elsewhere in the
Company’s Quarterly Report on Form 10-Q filed with the SEC on November 5, 2020, and in the Company’s subsequent
SEC filings. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company
undertakes no obligation to update these forward-looking statements.
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: December 16, 2020
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By:
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/s/ Mark Mallon
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Name: Mark Mallon
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Title: Chief Executive Officer
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