Ironwood Announces Effectiveness of Cyclerion Form 10 Registration Statement

March 14, 2019 Off By BusinessWire

– “When-issued” trading of CYCN expected to begin on Nasdaq on March
18, 2019 –

– Separation completion expected April 1, 2019 –

CAMBRIDGE, Mass.–(BUSINESS WIRE)–Ironwood
Pharmaceuticals, Inc. (Nasdaq: IRWD) today announced that the Form
10 Registration Statement filed by Cyclerion Therapeutics, Inc.
(Cyclerion) has been declared effective by the U.S. Securities and
Exchange Commission (SEC). The Form 10 reflects Ironwood’s plan for a
tax-free spin-off of Cyclerion as a publicly-traded company, which is
expected to be completed on April 1, 2019.

The completion of the separation is set to occur through a distribution
to Ironwood shareholders of one share of Cyclerion common stock for
every 10 shares of Ironwood common stock held as of the close of
business on March 19, 2019, the record date for the distribution.

Nasdaq has approved the listing of Cyclerion common stock on the Nasdaq
Global Select Market under the symbol “CYCN.” While there is no current
market for Cyclerion common stock, Nasdaq has advised that Cyclerion
common stock will begin trading on a “when-issued” basis under the
symbol “CYCNV” on March 18, 2019 and continue through April 1, 2019.

Ironwood also expects that beginning on March 18, 2019 and continuing
through April 1, 2019, Ironwood common stock will trade on Nasdaq in two
markets: “regular way” under the symbol “IRWD” and in the
“ex-distribution” market under the symbol “IRWDV.” Shares of Ironwood
common stock trading under “IRWD” will carry the right to receive the
pro rata shares of Cyclerion common stock, if held following the close
of business on March 19, 2019. Shares of Ironwood common stock trading
under “IRWDV” will not carry the right to receive shares of Cyclerion as
part of the distribution. If shares of Ironwood common stock are sold in
the “regular-way” market after March 19, 2019 through the distribution
date, the shareholder is selling the right to receive shares of
Cyclerion common stock as part of the distribution. Ironwood
shareholders are encouraged to consult with their financial advisors
regarding the specific consequences of selling Ironwood common stock on
or before April 1, 2019.

After the distribution, Cyclerion will be an independent company and its
stock will begin regular way trading under the ticker symbol “CYCN” on
Nasdaq on April 2, 2019. Ironwood will continue to trade on Nasdaq under
the ticker symbol “IRWD.”

For more information, the full Form 10 can be viewed at http://www.sec.gov
and Ironwood’s Investor Relations site at http://investor.ironwoodpharma.com/.

About Cyclerion Therapeutics

Cyclerion Therapeutics expects to be a clinical-stage biopharmaceutical
company harnessing the power of sGC pharmacology to discover, develop
and commercialize breakthrough treatments for serious and orphan
diseases. Cyclerion plans to advance its portfolio of five
differentiated sGC stimulator programs with distinct pharmacologic and
biodistribution properties that are designed to target tissues of
greatest relevance to the diseases they are intended to treat. These
programs, each of which are expected to have important milestones in
2019, include olinciguat in Phase 2 development for sickle cell disease,
praliciguat in Phase 2 trials for heart failure with preserved ejection
fraction (HFpEF) and for diabetic nephropathy, IW-6463 in Phase 1
development for serious and orphan central nervous system diseases, and
two late-stage discovery programs targeting serious liver and lung
diseases, respectively.

About Ironwood Pharmaceuticals

Ironwood Pharmaceuticals (Nasdaq: IRWD) is a commercial biotechnology
company focused on creating medicines that make a difference for
patients, building value for our fellow shareholders, and empowering our
passionate team. We discovered, developed and are commercializing
linaclotide, the U.S. branded prescription market leader for adults with
irritable bowel syndrome with constipation (IBS-C) or chronic idiopathic
constipation (CIC). Our pipeline priorities for linaclotide include a
Phase IIIb trial evaluating its efficacy and safety on multiple
abdominal symptoms, including abdominal bloating, pain, and discomfort
in adult patients with IBS-C, as well as research into a formulation of
linaclotide designed to relieve abdominal pain associated with IBS.

We are also advancing a pipeline of innovative product candidates in
areas of significant unmet need, including persistent gastroesophageal
reflux disease, and the product candidates that Cyclerion expects to
advance following completion of the planned separation of Ironwood and
Cyclerion into two independent, publicly-traded companies. The
separation is expected to be completed on April 1, 2019. Ironwood was
founded in 1998 and is headquartered in Cambridge, Mass. For more
information, please visit www.ironwoodpharma.com
or www.twitter.com/ironwoodpharma;
information that may be important to investors will be routinely posted
in both these locations.

Forward-Looking Statements

This press release contains forward-looking statements. Investors are
cautioned not to place undue reliance on these forward-looking
statements, including statements about the proposed separation of our
operations into two independent, publicly traded companies, including
the status, structure, completion and timing of the separation; the
business and operations of Ironwood and Cyclerion and any benefits or
costs of the separation, including the tax treatment; and the
anticipated trading on Nasdaq of securities of Ironwood and Cyclerion.
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 possibility that we may not
complete the separation on the terms or timeline currently contemplated,
if at all, that neither Ironwood nor Cyclerion may achieve the expected
benefits of a separation, and that a separation could harm the business,
results of operations and financial condition of Ironwood and Cyclerion;
the risk that we may be unable to make, on a timely or cost-effective
basis, the changes necessary to operate as independent companies;
Cyclerion’s lack of independent operating history and the risk that its
accounting and other management systems may not be prepared to meet the
financial reporting and other requirements of operating as an
independent public company; the risk that a separation may adversely
impact Ironwood’s and Cyclerion’s ability to attract or retain key
personnel; the risks listed under the heading “Risk Factors” and
elsewhere in Ironwood’s Annual Report on Form 10-K for the year ended
December 31, 2018, and in Ironwood’s subsequent SEC filings; and the
risks listed under the heading “Risk Factors” and elsewhere in
Cyclerion’s Registration Statement on Form 10 filed on March 11, 2019,
and in Cyclerion’s subsequent SEC filings, including SEC filings related
to the proposed separation. These forward-looking statements (except as
otherwise noted) speak only as of the date of this press release, and
Ironwood and Cyclerion undertake no obligation to update these
forward-looking statements.