Ironwood Pharmaceuticals Announces Receipt of Nasdaq Non-Compliance Notification Regarding Late 2024 Form 10-K Filing

Rhea-AI Summary

Ironwood Pharmaceuticals (Nasdaq: IRWD) has received a non-compliance notification from Nasdaq on March 21, 2025, due to delayed filing of its 2024 Annual Report (Form 10-K). The notification is a standard procedure and does not immediately affect the company's Nasdaq listing.

The biotechnology company, which focuses on gastrointestinal and rare diseases treatments, has been given 60 calendar days until May 20, 2025, to submit a compliance plan to Nasdaq. Ironwood expects to file the 2024 Form 10-K soon and regain compliance with Nasdaq Listing Rule 5250(c)(1).

Positive

• Company expects to resolve the non-compliance by filing the delayed report
• No immediate risk to Nasdaq listing status

Negative

• Failure to file 2024 Annual Report (Form 10-K) on time
• Non-compliance with Nasdaq listing requirements

BOSTON--(BUSINESS WIRE)-- Ironwood Pharmaceuticals, Inc. (the “Company”) (Nasdaq: IRWD), a biotechnology company developing and commercializing life-changing therapies for people living with gastrointestinal (GI) and rare diseases, today announced that it received a notification letter (the “Notice”) on March 21, 2025 from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC.

The Notice from Nasdaq is standard practice in the event of a delayed periodic financial report filing. The Notice has no immediate effect on the listing of the Company’s common stock on Nasdaq. Under Nasdaq rules, the Company has 60 calendar days from the date of the Notice, or until May 20, 2025, to submit to Nasdaq a plan to regain compliance with the Rule. The Company plans to file its 2024 Form 10-K as soon as practicable and thereby expects to regain compliance with the Rule.

About Ironwood Pharmaceuticals

Ironwood Pharmaceuticals (Nasdaq: IRWD) is a biotechnology company developing and commercializing life-changing therapies for people living with gastrointestinal (GI) and rare diseases. Ironwood is advancing apraglutide, a next-generation, long-acting synthetic GLP-2 analog being developed for short bowel syndrome patients who are dependent on parenteral support. In addition, Ironwood has been a pioneer in the development of LINZESS® (linaclotide), the U.S. branded prescription market leader for adults with irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic constipation (CIC). LINZESS is also approved for the treatment of functional constipation in pediatric patients ages 6-17 years old. Building upon our history of innovation, we keep patients at the heart of our R&D and commercialization efforts to reduce the burden of diseases and address significant unmet needs.

Founded in 1998, Ironwood Pharmaceuticals is headquartered in Boston, Massachusetts, with a site in Basel, Switzerland.

We routinely post information that may be important to investors on our website at www.ironwoodpharma.com. In addition, follow us on X and on LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the Company’s plan to file its 2024 Form 10-K as soon as practicable and thereby its expectations for regaining compliance with the Rule. These forward-looking statements speak only as of the date of this press release, and Ironwood undertakes no obligation to update these forward-looking statements. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to the effectiveness of development and commercialization efforts by us and our partners; preclinical and clinical development, manufacturing and formulation development of linaclotide, apraglutide, IW-3300, and our other product candidates; the risk of uncertainty relating to pricing and reimbursement policies in the U.S., which, if not favorable for our products, could hinder or prevent our products’ commercial success; the risk that healthcare reform and other governmental and private payor initiatives may have an adverse effect upon or prevent our products’ or product candidates’ commercial success; the risk that apraglutide will not be approved by the FDA or other regulatory agencies; the risk that clinical programs and studies, including for linaclotide pediatric programs, apraglutide and IW-3300, may not progress or develop as anticipated, including that studies are delayed or discontinued for any reason, such as safety, tolerability, enrollment, manufacturing, economic or other reasons; the risk that findings from our ongoing and completed nonclinical studies and clinical trials may not be replicated in later trials or further data analyses and earlier-stage clinical trials may not be predictive of the results we may obtain in later-stage clinical trials or of the likelihood of regulatory approval; the risk of competition or that new products may emerge that provide different or better alternatives for treatment of the conditions that our products are approved to treat; the risk that we are unable to execute on our strategy to in-license externally developed products or product candidates; the risk that we are unable to successfully partner with other companies to develop and commercialize products or product candidates; the efficacy, safety and tolerability of linaclotide and our product candidates; the risk that the commercial and therapeutic opportunities for LINZESS, apraglutide or our other product candidates are not as we expect; decisions by regulatory and judicial authorities; the risk we may never get additional patent protection for linaclotide, apraglutide and other product candidates, that patents for linaclotide, apraglutide or other products may not provide adequate protection from competition, or that we are not able to successfully protect such patents; the risk that we are unable to manage our expenses or cash use, or are unable to commercialize our products as expected; the risk that the development of any of our linaclotide pediatric programs, apraglutide and/or IW-3300 is not successful or that any of our product candidates does not receive regulatory approval or is not successfully commercialized; outcomes in legal proceedings to protect or enforce the patents relating to our products and product candidates, including abbreviated new drug application litigation; the risk that financial and operating results may differ from our projections; developments in the intellectual property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do not have the anticipated effect on our company revenues; developments in accounting guidance or practice; Ironwood’s or AbbVie’s accounting practices, including reporting and settlement practices as between Ironwood and AbbVie; the risk that our indebtedness could adversely affect our financial condition or restrict our future operations; and the risks listed under the heading “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our subsequent SEC filings.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250327965731/en/

Company contact:

Greg Martini

Chief Financial Officer

gmartini@ironwoodpharma.com

Investors:

Precision AQ (formerly Stern Investor Relations)

Stephanie Ascher

Stephanie.Ascher@precisionaq.com

Source: Ironwood Pharmaceuticals, Inc.

FAQ

What is the deadline for Ironwood Pharmaceuticals (IRWD) to submit its compliance plan to Nasdaq?

Ironwood has until May 20, 2025 (60 calendar days from the notice date) to submit its compliance plan to Nasdaq.

Will IRWD be delisted from Nasdaq due to the late 10-K filing notification?

No, the notification has no immediate effect on Ironwood's Nasdaq listing, and the company expects to regain compliance by filing its 2024 Form 10-K.

What Nasdaq rule did Ironwood Pharmaceuticals violate?

Ironwood violated Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the SEC.

When did IRWD receive the Nasdaq non-compliance notice?

Ironwood received the non-compliance notification from Nasdaq on March 21, 2025.