Ironwood Pharmaceuticals Enters Material Agreement, Creates Financial Obligation

TL;DR

Ironwood just signed a big deal and owes money, more details coming.

AI Summary

On September 27, 2024, Ironwood Pharmaceuticals, Inc. entered into a material definitive agreement, likely related to financing or a significant business transaction. This event also created a direct financial obligation for the company. Further details on the nature of the agreement and the financial obligation are expected to be disclosed.

Why It Matters

This filing indicates a significant new financial commitment or agreement for Ironwood Pharmaceuticals, which could impact its future operations and financial health.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to the terms of the agreement and the company's ability to meet them.

Key Players & Entities

• Ironwood Pharmaceuticals, Inc. (company) — Registrant
• September 27, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich registered Class A Common Stock, $0.001 par value per share IRWD Nasdaq Globa
• $500 million — the Lenders have provided to Ironwood a $500 million secured revolving credit facility (the
• $10 million — ing Credit Facility"), which includes a $10 million letter of credit subfacility. The outst
• $400 million — ce on the Revolving Credit Facility was $400 million as of the date the parties entered into
• $550 million — ng Credit Facility from $500 million to $550 million. The Amendment also extends the maturit
• $50 m — uisition for consideration in excess of $50 million, and subject to certain limitatio

Filing Documents

• tm2425053d1_8k.htm (8-K) — 33KB
• tm2425053d1_ex10-1.htm (EX-10.1) — 1582KB
• 0001104659-24-103925.txt ( ) — 2110KB
• irwd-20240927.xsd (EX-101.SCH) — 3KB
• irwd-20240927_lab.xml (EX-101.LAB) — 33KB
• irwd-20240927_pre.xml (EX-101.PRE) — 22KB
• tm2425053d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. First Amendment to Revolving Credit Agreement On September 27, 2024, Ironwood Pharmaceuticals, Inc., a Delaware corporation (the "Company" or "Ironwood"), entered into Amendment No. 1 to Credit Agreement (the "Amendment") by and among the Company, Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Agent"), collateral agent, a letter of credit issuer and a lender, and the other agents, lenders and letter of credit issuers parties thereto (the "Lenders"), which amends that certain Credit Agreement, dated May 21, 2023, by and among the Company, the Lenders from time to time party thereto and the Agent (the "Existing Credit Agreement"; the Existing Credit Agreement as amended by the Amendment, the "Amended Credit Agreement"). Pursuant to the Existing Credit Agreement, the Lenders have provided to Ironwood a $500 million secured revolving credit facility (the "Revolving Credit Facility"), which includes a $10 million letter of credit subfacility. The outstanding principal balance on the Revolving Credit Facility was $400 million as of the date the parties entered into the Amendment. The parties have entered into the Amendment to, among other things, increase the quantum of the Revolving Credit Facility from $500 million to $550 million. The Amendment also extends the maturity date of the Revolving Credit Facility to the earlier of (i) December 31, 2028 and (ii) the date that is 91 days prior to the stated maturity date of Ironwood's existing convertible notes then outstanding, unless, in the case of clause (ii), Ironwood's minimum liquidity equals or exceeds certain agreed levels. Additionally, the Amendment increases Ironwood's permitted maximum consolidated secured net leverage ratio to (i) 3.50 to 1.00 until the end of the final calendar quarter of 2025 (the "Initial Period"), (ii) 3.25 to 1.00 until the end of the first calendar quarter of 2026 (the "Interim Period") an

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information included under Item 1.01 above under the heading "First Amendment to Revolving Credit Agreement" is incorporated herein by reference.

01

Item 8.01. Other Events. CNP-104 In the third quarter of 2024, the Company received from COUR Pharmaceutical Development Company, Inc. ("COUR") the topline data from COUR's Phase II Clinical study for the treatment of primary biliary cholangitis. On September 27, 2024, the Company notified COUR of its decision not to exercise the option to acquire an exclusive license to CNP-104. As a result, the collaboration and license option agreement between the Company and COUR will terminate, and the Company will retain no rights and will have no obligations related to CNP-104.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 * Amendment No. 1 to Revolving Credit Agreement, dated September 27, 2024, by and among Ironwood Pharmaceuticals, Inc., as borrower, Wells Fargo Bank, National Association, as administrative agent, collateral agent, a letter of credit issuer and a lender, and the other agents, lenders and letter of credit issuers parties thereto 104 Cover page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits to the Revolving Credit Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Ironwood will furnish copies of any such schedules and exhibits to the SEC upon request.

SIGNATURES

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. Date: September 30, 2024 Ironwood Pharmaceuticals, Inc. By: /s/ Sravan K. Emany Name: Sravan K. Emany Title: Senior Vice President, Chief Operating Officer and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR