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IRWD > SEC Filings for IRWD > Form 8-K on 24-May-2013All Recent SEC Filings

Show all filings for IRONWOOD PHARMACEUTICALS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for IRONWOOD PHARMACEUTICALS INC


24-May-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On May 21, 2013, Ironwood Pharmaceuticals, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with the several underwriters set forth in Schedule 1 thereto (collectively, the "Underwriters"), for whom J.P. Morgan and BofA Merrill Lynch are acting as representatives, related to a public offering (the "Offering") of 10,500,000 shares of the Company's Class A common stock, par value $0.001 par value per share, at a price to the public of $13.00 per share pursuant to a registration statement on Form S-3 (File No. 333-179430) and a related prospectus supplement. In addition, the Company granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the public offering price less any underwriting discounts and commissions, up to an additional 1,575,000 shares of Class A common stock. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. J.P. Morgan and BofA Merrill Lynch served as joint book-running managers and as representatives of the Underwriters for the Offering, and Morgan Stanley served as book-running manager for the Offering. Cowen and Company, Ladenburg Thalmann & Co. Inc. and Mizuho Securities served as co-managers for the Offering. The Offering closed on May 24, 2013. On May 21, 2013, the Company issued a press release announcing the pricing of the Offering. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

An opinion dated May 24, 2013 regarding the validity of the shares of Class A common stock offered in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits

Exhibit No.                                 Description


1.1           Underwriting Agreement, dated as of May 21, 2013, by and between
              Ironwood Pharmaceuticals, Inc., J.P. Morgan Securities LLC and Merrill
              Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the
              several Underwriters named in Schedule 1 thereto.

5.1           Opinion of Ropes & Gray LLP, with respect to the validity of the
              Class A common stock registered.

99.1          Ironwood Pharmaceuticals, Inc. Press Release dated May 21, 2013,
              announcing the pricing of an offering of Class A common stock.


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