Ironwood Pharmaceuticals Inc S-3ASR, filed Nov 9, 2023

Ironwood Pharmaceuticals Inc (IRWD)

S-3ASR 2023-11-09

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

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	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					9
	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.†
2.1			Transaction Agreement, dated May 21, 2023, by and between Ironwood Pharmaceuticals, Inc. and VectivBio Holding AG (incorporated by reference to Exhibit 2.1 of Ironwood Pharmaceutical Inc.’s Current Report on Form 8-K, filed with the SEC on May 22, 2023.
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.†
5.1			Opinion of Ropes & Gray LLP as to legality of the securities.*
23.1			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.*
23.2			Consent of Ernst & Young AG, Independent Registered Public Accounting Firm.*
23.3			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. #
107			Filing Fee Table.*

				Ironwood Pharmaceuticals, Inc. Registrant
	Date: November 9, 2023			By:			/s/ Thomas McCourt Thomas McCourt Chief Executive Officer

	Signature			Title
	/s/ Thomas McCourt Thomas McCourt			Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Sravan Emany Sravan Emany			Senior Vice President, Chief Financial Officer (Principal Financial Officer)
	/s/ Ronald Silver Ronald Silver			Vice President, Corporate Controller (Principal Accounting Officer)
	/s/ Julie McHugh Julie McHugh			Chair of the Board
	/s/ Mark Currie Mark Currie			Director

	Signature			Title
	/s/ Alexander Denner Alexander Denner			Director
	/s/ Andrew Dreyfus Andrew Dreyfus			Director
	/s/ Jon Duane Jon Duane			Director
	/s/ Marla Kessler Marla Kessler			Director
	/s/ Catherine Moukheibir Catherine Moukheibir			Director
	/s/ Jay Shephard Jay Shephard			Director

Article 1	. DEFINITIONS AND INCORPORATION BY REFERENCE	1

1.1.	DEFINITIONS	1
1.2.	INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT	4
1.3.	RULES OF CONSTRUCTION	4

Article 2.	THE SECURITIES	5

2.1.	ISSUABLE IN SERIES	5
2.2.	ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES	5
2.3.	EXECUTION AND AUTHENTICATION	7
2.4.	REGISTRAR AND PAYING AGENT	8
2.5.	PAYING AGENT TO HOLD ASSETS IN TRUST	8
2.6.	SECURITYHOLDER LISTS	8
2.7.	TRANSFER AND EXCHANGE	9
2.8.	REPLACEMENT SECURITIES	9
2.9.	OUTSTANDING SECURITIES	9
2.10.	WHEN TREASURY SECURITIES DISREGARDED; DETERMINATION OF HOLDERS’ ACTION	10
2.11.	TEMPORARY SECURITIES	10
2.12.	CANCELLATION	10
2.13.	PAYMENT OF INTEREST; DEFAULTED INTEREST; COMPUTATION OF INTEREST	10
2.14.	CUSIP NUMBER	11
2.15.	PROVISIONS FOR GLOBAL SECURITIES	11
2.16.	PERSONS DEEMED OWNERS	12

Article 3.	REDEMPTION	12

3.1.	NOTICES TO TRUSTEE	12
3.2.	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	12
3.3.	NOTICE OF REDEMPTION	13
3.4.	EFFECT OF NOTICE OF REDEMPTION	13
3.5.	DEPOSIT OF REDEMPTION PRICE	14
3.6.	SECURITIES REDEEMED IN PART	14

Article 4.	COVENANTS	14

4.1.	PAYMENT OF SECURITIES	14
4.2.	SEC REPORTS	14
4.3.	WAIVER OF STAY, EXTENSION OR USURY LAWS	15
4.4.	COMPLIANCE CERTIFICATE	15
4.5.	CORPORATE EXISTENCE	15

Article 5.	SUCCESSOR CORPORATION	16

5.1.	LIMITATION ON CONSOLIDATION, MERGER AND SALE OF ASSETS	16
5.2.	SUCCESSOR PERSON SUBSTITUTED	16

Article 6.	DEFAULTS AND REMEDIES	16

6.1.	EVENTS OF DEFAULT	16
6.2.	ACCELERATION	17
6.3.	REMEDIES	18
6.4.	WAIVER OF PAST DEFAULTS AND EVENTS OF DEFAULT	18
6.5.	CONTROL BY MAJORITY	18
6.6.	LIMITATION ON SUITS	18
6.7.	RIGHTS OF HOLDERS TO RECEIVE PAYMENT	19
6.8.	COLLECTION SUIT BY TRUSTEE	19
6.9.	TRUSTEE MAY FILE PROOFS OF CLAIM	19
6.10.	PRIORITIES	19
6.11.	UNDERTAKING FOR COSTS	20

Article 7.	TRUSTEE	20

7.1.	DUTIES OF TRUSTEE	20
7.2.	RIGHTS OF TRUSTEE	21
7.3.	INDIVIDUAL RIGHTS OF TRUSTEE	22
7.4.	TRUSTEE’S DISCLAIMER	22
7.5.	NOTICE OF DEFAULT	22
7.6.	REPORTS BY TRUSTEE TO HOLDERS	23
7.7.	COMPENSATION AND INDEMNITY	23
7.8.	REPLACEMENT OF TRUSTEE	23
7.9.	SUCCESSOR TRUSTEE BY CONSOLIDATION, MERGER OR CONVERSION	24
7.10.	ELIGIBILITY; DISQUALIFICATION	24
7.11.	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	25
7.12.	PAYING AGENTS	25

Article 8.	AMENDMENTS, SUPPLEMENTS AND WAIVERS	25

8.1.	WITHOUT CONSENT OF HOLDERS	25
8.2.	WITH CONSENT OF HOLDERS	26
8.3.	COMPLIANCE WITH TRUST INDENTURE ACT	27
8.4.	REVOCATION AND EFFECT OF CONSENTS	27
8.5.	NOTATION ON OR EXCHANGE OF SECURITIES	27
8.6.	TRUSTEE TO SIGN AMENDMENTS, ETC	27

Article 9.	DISCHARGE OF INDENTURE; DEFEASANCE	27

9.1.	DISCHARGE OF INDENTURE	27
9.2.	LEGAL DEFEASANCE	28
9.3.	COVENANT DEFEASANCE	28
9.4.	CONDITIONS TO LEGAL DEFEASANCE OR COVENANT DEFEASANCE	28
9.5.	DEPOSITED MONEY AND U.S. AND FOREIGN GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS	29

9.6.	REINSTATEMENT	30
9.7.	MONEYS HELD BY PAYING AGENT	30
9.8.	MONEYS HELD BY TRUSTEE	30

Article 10.	MISCELLANEOUS	31

10.1.	TRUST INDENTURE ACT CONTROLS	31
10.2.	NOTICES	31
10.3.	COMMUNICATIONS BY HOLDERS WITH OTHER HOLDERS	32
10.4.	CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT	33
10.5.	STATEMENT REQUIRED IN CERTIFICATE AND OPINION	33
10.6.	RULES BY TRUSTEE AND AGENTS	33
10.7.	BUSINESS DAYS; LEGAL HOLIDAYS; PLACE OF PAYMENT	33
10.8.	GOVERNING LAW	33
10.9.	NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS	34
10.10.	NO RECOURSE AGAINST OTHERS	34
10.11.	SUCCESSORS	34
10.12.	MULTIPLE COUNTERPARTS	34
10.13.	TABLE OF CONTENTS, HEADINGS, ETC.	34
10.14.	SEVERABILITY	34
10.15.	SECURITIES IN A FOREIGN CURRENCY OR IN EUROS	34
10.16.	FORCE MAJEURE	35
10.17.	WAIVER OF JURY TRIAL	35
10.18.	U.S.A. PATRIOT ACT	35
10.19.	JUDGMENT CURRENCY	35

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
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

	IRONWOOD PHARMACEUTICALS, INC.

	By:
	Name:
	Title:

	[Name of Trustee ]

	By:
	Name:
	Title:

	By:
	Name:
	Title: