Ironwood Pharmaceuticals Inc S-3ASR, filed Nov 6, 2020

Ironwood Pharmaceuticals Inc (IRWD)

S-3ASR 2020-11-06

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	Page
About this Prospectus		1
Risk Factors		1
Where You Can Find More Information		1
Ironwood Pharmaceuticals, Inc.		3
Use of Proceeds		4
General Description of Securities		5
Description of Capital Stock		5
Description of Warrants		8
Description of Units		9
Description of Debt Securities		9
Plan of Distribution		10
Validity of Securities		10
Experts		10

	Securities and Exchange Commission registration fee					(1 )(2)
	FINRA filing fee					(2)
	Printing and engraving expenses					(2)
	Legal fees and expenses					(2)
	Rating agency fees					(2)
	Accountants’ fees and expenses					(2)
	Blue sky fees and expenses					(2)
	Trustee fees and expenses					(2)
	Transfer Agent and Registrar fees					(2)
	Miscellaneous					(2)
	Total					(2)

Exhibit Number			Description
1.1			Underwriting Agreement.†
3.1			Eleventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Ironwood Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 30, 2010).
3.2			Certificate of Retirement. Incorporated by reference to Exhibit 3.2 of Ironwood Pharmaceuticals, Inc.’s Amendment No. 1 to Form 8A, filed on January 3, 2019.
3.3			Certificate of Amendment of Eleventh Amended and Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 of Ironwood Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on May 31, 2019.
3.4			Fifth Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Ironwood Pharmaceuticals, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 30, 2010).
4.1			Specimen Certificate of Class A Common Stock (incorporated by reference to Exhibit 4.1 on Form S-1, as amended, filed with the SEC on January 20, 2010).
4.2			Specimen Certificate of Preferred Stock.†
4.3			Form of Warrant Agreement, including the form of security certificate.†
4.4			Form of Indenture.*
4.5			Form of Unit Agreement, including form of unit certificate.†
4.6			Indenture, dated as of June 15, 2015, by and between Ironwood Pharmaceuticals, Inc. and U. S. Bank National Association (including the form of the 2.25% Convertible Senior Note due 2022) (incorporated by reference to Exhibit 4.1 of Ironwood Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on June 15, 2015).
4.7			Indenture, dated as of August 12, 2019, by and between Ironwood Pharmaceuticals, Inc. and U,S, Bank National Association (including the form of the 0.75% Convertible Senior Note due 2024) (incorporated by reference to Exhibit 4.1 of Ironwood Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2019).
4.8			Indenture, dated as of August 12, 2019, by and between Ironwood Pharmaceuticals, Inc. and U.S. Bank National Association (including the form of the 1.50% Convertible Senior Note due 2026) (incorporated by reference to Exhibit 4.2 of Ironwood Pharmaceuticals, Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2019).
5.1			Opinion of Ropes & Gray LLP as to legality of the securities.*
23.1			Consent of Ernst & Young LLP.*
23.2			Consent of Ropes & Gray LLP (included in Exhibit 5.1).*
24.1			Powers of Attorney (included on signature pages to this Registration Statement).*
25			Form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1939, as amended.*

				Ironwood Pharmaceuticals, Inc. Registrant
	Date: November 5, 2020			By:			/s/ Mark Mallon Mark Mallon Chief Executive Officer

Date: November 5, 2020	By:	/s/ Mark Currie Mark Currie Director
Date: November 5, 2020	By:	/s/ Andrew Dreyfus Andrew Dreyfus Director
Date: November 5, 2020	By:	/s/ Jon Duane Jon Duane Director
Date: November 5, 2020	By:	/s/ Marla Kessler Marla Kessler Director
Date: November 5, 2020	By:	/s/ Catherine Moukheibir Catherine Moukheibir Director
Date: November 5, 2020	By:	/s/ Lawrence Olanoff Lawrence Olanoff Director
Date: November 5, 2020	By:	/s/ Edward Owens Edward Owens Director

ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE	1

1.1. DEFINITIONS	1

1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	5

1.3. RULES OF CONSTRUCTION	5

ARTICLE 2. THE SECURITIES	6

2.1. ISSUABLE IN SERIES	6

2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES	6

2.3. EXECUTION AND AUTHENTICATION	9

2.4. REGISTRAR AND PAYING AGENT	10

2.5. PAYING AGENT TO HOLD ASSETS IN TRUST	10

2.6. SECURITYHOLDER LISTS	11

2.7. TRANSFER AND EXCHANGE	11

2.8. REPLACEMENT SECURITIES	12

2.9. OUTSTANDING SECURITIES	12

2.10. WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION	12

2.11. TEMPORARY SECURITIES	13

2.12. CANCELLATION	13

2.13. PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST	13

2.14. CUSIP NUMBER	14

2.15. PROVISIONS FOR GLOBAL SECURITIES	14

2.16. PERSONS DEEMED OWNERS	15

ARTICLE 3. REDEMPTION	16

3.1. NOTICES TO TRUSTEE	16

3.2. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	16

3.3. NOTICE OF REDEMPTION	16

3.4. EFFECT OF NOTICE OF REDEMPTION	17

3.5. DEPOSIT OF REDEMPTION PRICE	18

3.6. SECURITIES REDEEMED IN PART	18

ARTICLE 4. COVENANTS	18

4.1. PAYMENT OF SECURITIES	18

4.2. SEC REPORTS	19

4.3. WAIVER OF STAY, EXTENSION OR USURY LAWS	19

4.4. COMPLIANCE CERTIFICATE	19

4.5. CORPORATE EXISTENCE	19

ARTICLE 5. SUCCESSOR CORPORATION	20

5.1. LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS	20

5.2. SUCCESSOR PERSON SUBSTITUTED	20

ARTICLE 6. DEFAULTS AND REMEDIES	20

6.1. EVENTS OF DEFAULT	20

6.2. ACCELERATION	22

6.3. REMEDIES	22

6.4. WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT	22

6.5. CONTROL BY MAJORITY	23

6.6. LIMITATION ON SUITS	23

6.7. RIGHTS OF HOLDERS TO RECEIVE PAYMENT	23

6.8. COLLECTION SUIT BY TRUSTEE	24

6.9. TRUSTEE MAY FILE PROOFS OF CLAIM	24

6.10. PRIORITIES	24

6.11. UNDERTAKING FOR COSTS	25

ARTICLE 7. TRUSTEE	25

7.1. DUTIES OF TRUSTEE	25

7.2. RIGHTS OF TRUSTEE	26

7.3. INDIVIDUAL RIGHTS OF TRUSTEE	27

7.4. TRUSTEE’S DISCLAIMER	27

7.5. NOTICE OF DEFAULT	27

7.6. REPORTS BY TRUSTEE TO HOLDERS	27

7.7. COMPENSATION AND INDEMNITY	29

7.8. REPLACEMENT OF TRUSTEE	30

7.9. SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION	31

7.10. ELIGIBILITY; DISQUALIFICATION	31

7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	31

7.12. PAYING AGENTS	31

ARTICLE 8. AMENDMENTS, SUPPLEMENTS AND WAIVERS	32

8.1. WITHOUT CONSENT OF HOLDERS	32

8.2. WITH CONSENT OF HOLDERS	32

8.3. COMPLIANCE WITH TRUST INDENTURE ACT	34

8.4. REVOCATION AND EFFECT OF CONSENTS	34

8.5. NOTATION ON OR EXCHANGE OF SECURITIES	34

8.6. TRUSTEE TO SIGN AMENDMENTS, ETC.	35

ARTICLE 9. DISCHARGE OF INDENTURE; DEFEASANCE	35

9.1. DISCHARGE OF INDENTURE	35

9.2. LEGAL DEFEASANCE	35

9.3. COVENANT DEFEASANCE	36

9.4. CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	36

9.5. DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	38

9.6. REINSTATEMENT	38

9.7. MONEYS HELD BY PAYING AGENT	38

9.8. MONEYS HELD BY TRUSTEE	39

ARTICLE 10. MISCELLANEOUS	39

10.1. TRUST INDENTURE ACT CONTROLS	39

10.2. NOTICES	39

10.3. COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	41

10.4. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	41

10.5. STATEMENT REQUIRED IN CERTIFICATE AND OPINION	42

10.6. RULES BY TRUSTEE AND AGENTS	42

10.7. BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT	42

10.8. GOVERNING LAW	42

10.9. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	43

10.10. NO RECOURSE AGAINST OTHERS	43

10.11. SUCCESSORS	43

10.12. MULTIPLE COUNTERPARTS	43

10.13. TABLE OF CONTENTS, HEADINGS, ETC	44

10.14. SEVERABILITY	44

10.15. SECURITIES IN A FOREIGN CURRENCY OR IN EUROS	44

10.16. JUDGMENT CURRENCY	45

TIA SECTION		INDENTURE SECTION
310(a)(1)(2)(5)		7.10
310(a)(3)(4)		Inapplicable
310(b)		7.8; 7.10
310(c)		Inapplicable
311(a)(b)		7.11
311(c)		Inapplicable
312(a)		2.6
312(b)(c)		10.3
313(a)(b)		7.6
313(c)		7.6; 10.2
313(d)		7.6
314(a)		4.2; 4.4; 10.2
314(b)		N/A
314(c)(1)(2)		10.4; 10.5
314(c)(3)		Inapplicable
314(d)		Inapplicable
314(e)		10.5
314(f)		Inapplicable
315(a)		7.1, 7.2
315(b)		7.5; 10.2
315(c)		7.1
315(d)		7.1; 7.2
315(e)		6.11

TIA SECTION		INDENTURE SECTION
316(a)(last sentence)		2.10
316(a)(1)(A)		6.5
316(a)(1)(B)		6.4
316(a)(2)		8.2
316(b)		6.7
316(c)		8.4
317(a)(1)		6.8
317(a)(2)		6.9
317(b)		2.5; 7.12
318(a)		10.1

Massachusetts	04-3404176
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	6/30/2020
Assets
Cash and Balances Due From Depository Institutions	$	52,265,124
Securities		126,598,837
Federal Funds		806
Loans & Lease Financing Receivables		311,129,409
Fixed Assets		7,834,494
Intangible Assets		12,365,020
Other Assets		26,097,656
Total Assets	$	536,291,346

Liabilities
Deposits	$	425,279,286
Fed Funds		2,453,923
Treasury Demand Notes		0
Trading Liabilities		1,018,213
Other Borrowed Money		36,976,115
Acceptances		0
Subordinated Notes and Debentures		3,850,000
Other Liabilities		14,538,821
Total Liabilities	$	484,116,358

Equity
Common and Preferred Stock		18,200
Surplus		14,266,915
Undivided Profits		37,089,306
Minority Interest in Subsidiaries		800,567
Total Equity Capital	$	52,174,988

Total Liabilities and Equity Capital	$	536,291,346