UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification Number) |
| (Address of principal | (Zip code) | |||
| executive offices) |
(
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accounting Firm
On July 3, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Ironwood Pharmaceuticals, Inc. (the “Company”) dismissed Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm. The Audit Committee made its decision after soliciting and reviewing competitive proposals from independent registered public accounting firms, including EY. The Company notified EY of its decision on July 3, 2025.
The reports of EY on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company’s fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through July 3, 2025, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to EY’s satisfaction, would have caused EY to make reference to the subject matter of such disagreement in its reports on the Company’s consolidated financial statements for the relevant year, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K), except as described below.
EY’s report on the Company’s internal control over financial reporting as of December 31, 2024, contained an adverse opinion, specifically, that the Company did not maintain effective internal control over financial reporting as of December 31, 2024, due to the effect of certain material weaknesses described in such report. The material weaknesses in the Company’s internal control over financial reporting related to certain control deficiencies in the design and implementation of the Company’s internal control over financial reporting related to entity level controls, information technology general controls, financial statement close process controls, and expenditures controls, as previously reported in “Part II, Item 9A – Controls and Procedures” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2025. Such material weaknesses did not result in a restatement of previously issued annual consolidated financial statements or condensed interim consolidated financial statements. These material weaknesses were discussed among the Audit Committee and EY. The Company has authorized EY to respond fully to the inquiries of KPMG LLP (“KPMG”), the successor independent registered public accounting firm, concerning the subject matter of these material weaknesses.
The Company has provided EY with the disclosures it is making in this Current Report on Form 8-K and requested that it furnish a letter addressed to the SEC stating whether or not it agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of EY’s letter, dated July 10, 2025, provided in response to the Company’s request, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
On July 3, 2025, the Audit Committee approved the appointment of KPMG to serve as the Company’s new independent registered public accounting firm, effective immediately, for the fiscal year ending December 31, 2025. During the fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through July 3, 2025, neither the Company, nor anyone on its behalf, consulted KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by KPMG that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated July 10, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| Ironwood Pharmaceuticals, Inc. | ||
| Dated: July 10, 2025 | By: | /s/ Gregory Martini |
| Name: Gregory Martini | ||
| Title: Senior Vice President, Chief Financial Officer | ||