As filed with the Securities and Exchange Commission
on November 9, 2023
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IRONWOOD PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or
Organization)
04-3404176
(I.R.S. Employer Identification Number)
100 Summer Street, Suite 2300
Boston, MA 02110
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated
2019 Equity Incentive Plan
(Full Title of the Plan)
John Minardo
Senior Vice President, Chief Legal Officer and Secretary
Ironwood Pharmaceuticals, Inc.
100 Summer Street, Suite 2300
Boston, MA 02110
(Name and Address of Agent for Service)
(617) 621-7722
(Telephone Number, Including Area Code, of
Agent for Service)
Please send copies of
all communications to:
Paul M. Kinsella
William J. Michener
Ropes & Gray
LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199-3600
(617) 951-7000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer x |
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Accelerated filer ¨ |
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| Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
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Emerging growth company ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
The Registrant increased the number of shares of
its Class A Common Stock, par value $0.001 per share, available for issuance under its Amended and Restated 2019 Equity Incentive
Plan by 6,000,000 shares. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented,
amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement
on Form S-8 (File No. 333-231887) filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2019.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Boston, Commonwealth of Massachusetts, on November 9, 2023.
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IRONWOOD PHARMACEUTICALS, INC. |
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By: |
/s/
Thomas McCourt |
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Thomas McCourt |
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Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below hereby
constitutes and appoints Thomas McCourt, Sravan K. Emany, John Minardo and Ronald Silver, and each of them singly, his or her true and
lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement
on Form S-8 of Ironwood Pharmaceuticals, Inc. and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the SEC, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act, this registration statement on Form S-8 has been signed by the following persons in the capacities identified and on November 9,
2023:
| Signature |
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Title |
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| /s/ Thomas McCourt |
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Chief Executive Officer and Director |
| Thomas McCourt |
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(Principal Executive Officer) |
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| /s/ Sravan Emany |
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Senior Vice President, Chief Financial Officer |
| Sravan Emany |
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(Principal Financial Officer) |
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| /s/ Ronald Silver |
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Vice President, Corporate Controller |
| Ronald Silver |
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(Principal Accounting Officer) |
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| /s/ Julie McHugh |
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Chair of the Board |
| Julie McHugh |
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| /s/ Mark Currie |
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Director |
| Mark Currie |
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| /s/ Alexander Denner |
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Director |
| Alexander Denner |
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| /s/ Andrew Dreyfus |
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Director |
| Andrew Dreyfus |
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| /s/ Jon Duane |
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Director |
| Jon Duane |
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| /s/ Marla Kessler |
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Director |
| Marla Kessler |
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| /s/ Catherine Moukheibir |
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Director |
| Catherine Moukheibir |
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| /s/ Jay Shephard |
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Director |
| Jay Shephard |
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Exhibit 5.1
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ROPES & GRAY LLP |
| PRUDENTIAL TOWER |
| 800 BOYLSTON STREET |
| BOSTON, MA 02199-3600 |
| WWW.ROPESGRAY.COM |
November 9, 2023
Ironwood Pharmaceuticals, Inc.
100 Summer Street, Suite 2300
Boston, Massachusetts 02110
Ladies and Gentlemen:
This opinion letter is furnished to you in connection
with the registration statement on Form S-8 (the “Registration Statement”), filed by Ironwood Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Securities Act”), for the registration of 6,000,000 shares of Class A Common Stock,
$0.001 par value, of the Company (the “Shares”). The Shares are issuable under the Company’s Amended and Restated
2019 Equity Incentive Plan (the “Plan”).
We are familiar with the actions taken by the Company
in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation
of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting
such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and
other appropriate persons.
The opinions expressed below are limited to the
Delaware General Corporation Law.
Based upon and subject to the foregoing, we are
of the opinion that the Shares have been duly authorized, and, when the Shares have been issued and sold in accordance with the terms
of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
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Very truly yours, |
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/s/ Ropes & Gray LLP |
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Ropes & Gray LLP |
Exhibit 23.2
Consent of Independent
Registered Public Accounting Firm
We consent to the incorporation by reference
in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2019 Equity Incentive Plan of Ironwood Pharmaceuticals, Inc.
of our reports dated February 16, 2023, with respect to the consolidated financial statements of Ironwood Pharmaceuticals, Inc.
and the effectiveness of internal control over financial reporting of Ironwood Pharmaceuticals, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
November 9, 2023
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference
in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2019 Equity Incentive Plan of Ironwood
Pharmaceuticals, Inc. of our report dated April 18, 2023 (except for Note 2.1, as to which the date is September 11,
2023), with respect to the consolidated financial statements of VectivBio Holding AG, included in Ironwood Pharmaceutical
Inc.’s Current Report on Form 8-K dated September 11, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young AG
Basel, Switzerland
November 9, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Ironwood Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum
Offering Price Per
Share(2) |
Proposed
Maximum
Aggregate
Offering Price(2) |
Fee Rate |
Amount of Registration Fee(2) |
| Equity |
Class A Common Stock, $0.001 par value per share |
457(c) and 457(h) |
6,000,000 |
$8.9625 |
$53,775,000 |
0.00014760 |
$7,937.19 |
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| Total Offering Amounts |
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$53,775,000 |
|
$7,937.19 |
| Total Fee Offsets |
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|
|
— |
| Net Fee Due |
|
|
|
$7,937.19 |
| (1) |
This registration statement on Form S-8 (this “Registration Statement”) covers an aggregate of 6,000,000 shares of the Registrant’s Class A Common Stock, par value $0.001 per share, that may be issued under the Registrant’s Amended and Restated 2019 Equity Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of Class A Common Stock as may be issued pursuant to the provisions of the Plan to which this Registration Statement relates. |
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| (2) |
Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Class A Common Stock as reported by the Nasdaq Global Select Market, which were $9.10 and $8.825, respectively, on November 2, 2023. |
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