IRONWOOD PHARMACEUTICALS,INC. (NASDAQ:IRWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

IRONWOOD PHARMACEUTICALS,INC. (NASDAQ:IRWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The completion of the Separation is currently expected to occur on April1, 2019 (the “Separation Date”). At that time, the New Ironwood Directors (as defined in the January24 Report) are expected to be appointed to the Board and the Departing Ironwood Directors (as defined in the January24 Report) are expected to resign from the Board. On March22, 2019, the Board appointed the following New Ironwood Directors to the committees of the Board set forth opposite each New Ironwood Director’s name below, in each case, effective upon the completion of the Separation:

In addition, upon the completion of the Separation on the Separation Date, the Company’s current Chief Executive Officer, Peter M. Hecht, Ph.D., is expected to step down from that position and the Board, and Mark Mallon is expected to assume the role of Chief Executive Officer of the Company and become a member of the Board, subject to the Board’s determination that Mr.Mallon has satisfactorily performed his current role as Executive Senior Advisor to the Company.

This Current Report on Form8-K contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the completion, structure and terms of the Separation and the leadership and boards of directors of each of the Company and Cyclerion following the Separation and any associated timing. Each forward-looking statement is subject to risks and uncertainties that could cause actual events to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to the possibility that the Company may not complete the separation on the terms or timing currently contemplated, if at all; the risk that the management and boards of directors of the Company and Cyclerion will be different than currently contemplated; and the risks listed under the heading “Risk Factors” and elsewhere in the Company’s Annual Report on Form10-K filed with the SEC on February25, 2019, and in the Company’s subsequent SEC filings, including SEC filings related to the Separation, and in Cyclerion’s Registration Statement on Form10 filed with the SEC on March11, 2019 and in Cyclerion’s subsequent SEC filings. These forward-looking statements (except as otherwise noted) speak only as of the date of this Current Report on Form8-K, and the Company undertakes no obligation to update these forward-looking statements.