Ironwood Pharmaceuticals Inc-A 2024年度报告

Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) hasbeen subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405of this chapter)during the preceding 12 months (or for such shorter period that the Registrantwas required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 acceleratedfiler☒Accelerated filer☐Non-accelerated filer☐Smaller reportingcompany☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Portions of the definitive proxy statement to be filed for our 2025 Annual Meeting of Stockholders are incorporated by reference intoPartIII of this report. NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K, including the sections titled “Business,” “Risk Factors”and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,contains forward-looking statements. All statements contained in this Annual Report on Form10-Kother than statements of historical fact are forward-looking statements, within the meaning of thePrivate Securities Litigation Reform Act of 1995. Forward-looking statements include statementsregarding our future financial position, business strategy, budgets, projected costs, plans andobjectives of management for future operations. The words “may,” “continue,” “estimate,” “intend,”“plan,” “will,” “believe,” “project,” “expect,” “seek,” “anticipate,” “could,” “should,” “target,”“goal,” “potential” and similar expressions may identify forward-looking statements, but the absenceof these words does not necessarily mean that a statement is not forward-looking. These forward-looking statements include, among other things, statements about: ●the demand and market potential for our products in the countries where they areapproved for marketing, as well as the revenues therefrom; ●the timing, investment and associated activities involved in commercializingLINZESS®by us and AbbVie Inc. in the U.S.;●the commercialization of CONSTELLA®in Europe and LINZESS in Japan and China,as well as our expectations regarding revenue generated from our partners;●the timing, investment and associated activities involved in developing, obtainingregulatory approval for, launching, and commercializing our products and productcandidates, such as apraglutide, by us and our partners worldwide;●our ability and the ability of our partners to secure and maintain adequatereimbursement for our products;●our ability and the ability of our partners and third parties to manufacture and distributesufficient amounts of linaclotide active pharmaceutical ingredient, finished drug productand finished goods, as applicable, on a commercial scale;●our expectations regarding U.S. and foreign regulatory requirements for our productsand our product candidates, such as apraglutide, including our post-approvaldevelopment and regulatory requirements;●the ability of apraglutide and our other product candidates