CorMedix to buy Heron assets for $145M cash plus stock
Heron may receive up to $55 million in sales-based earn-outs, plus royalties on specified product revenue through 2029.
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Rhea-AI Filing Summary
CorMedix Inc. agreed to acquire substantially all of Heron Therapeutics’ assets, including four commercial products—ZYNRELEF, APONVIE, CINVANTI and SUSTOL—and a multi-product development and license agreement that includes a pending NDA for an undisclosed injectable product. CorMedix will pay $145 million in cash and issue 14,583,333 shares; the share count is fixed, subject to customary adjustment for stock splits and similar events. Heron may also receive up to $55 million in 2028 ZYNRELEF sales-based earn-outs and a 5% royalty on combined sales of CINVANTI, SUSTOL and covered development-license products above $25 million in each of calendar years 2027, 2028 and 2029.
The transaction is expected to close in the first quarter of 2027, subject to Heron stockholder approval, regulatory approvals and other customary closing conditions. CorMedix entered a $150 million senior secured term loan facility, including a $75 million draw at closing and an additional $75 million available at its discretion through June 30, 2028. CorMedix plans to combine the initial draw with $70 million of existing cash to fund the cash consideration. Management expects $45 million to $60 million of annualized operating cost synergies by year-end 2027; the presentation gives an unaudited pro forma 2026 revenue estimate of $465 million to $490 million.
Filing Explained
A separate debt-for-stock exchange is agreed, adding shares beyond the acquisition consideration; the filing does not disclose the resulting share count.
Separately from the acquisition consideration, Rubric Capital has agreed to convert about
Heron and Rubric also entered governance agreements that restrict certain actions and set the timing and terms for sales of their CorMedix shares; Heron has the right to name one CorMedix director, subject to its agreement.
8-K Event Classification
Key Figures
Key Terms
asset purchase agreement technical
earn-out payments financial
senior secured term loan facility financial
pro forma financial
505(b)(2) NDA regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What is CRMD paying for Heron’s assets?
When is the CRMD and Heron transaction expected to close?
How does CorMedix plan to fund the cash consideration?
What additional payments could Heron receive under the CRMD agreement?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
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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 (see General Instruction A.2. below):
| 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)) |
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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 7.01 Regulation FD Disclosure.
On November 9, 2026, CorMedix Inc. (the “Company” or “CorMedix”) and Heron Therapeutics, Inc. (“Heron”) announced that the Company has entered into a definitive asset purchase agreement with Heron under which the Company will acquire substantially all of the assets of Heron. In connection with the announcement, the Company hosted a conference call and webcast for investors on November 9, 2026, and made available an investor presentation regarding the transaction. A copy of the transcript of the conference call is furnished with this Current Report on Form 8-K as Exhibit 99.1, and a copy of the investor presentation is furnished with this Current Report on Form 8-K as Exhibit 99.2, each of which is incorporated by reference herein.
The information in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Additional Information and Where to Find It
In connection with the Proposed Acquisition (as defined below), CorMedix has and may file relevant documents with the SEC regarding the Proposed Acquisition. This Current Report on Form 8-K is not a substitute for any other document that CorMedix may file with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ ANY RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Investors and stockholders may obtain these documents free of charge at the SEC’s website, www.sec.gov, and on the Investors section of CorMedix’s investor relations website at https://cormedix.com/investors/.
Participants in the Solicitation
CorMedix, Heron and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Heron’s stockholders in connection with the Proposed Acquisition. Information about the directors and executive officers of Heron, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 30, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/data/818033/000119312526196306/hrtx-20260430.htm, under the headings “Information Concerning the Board of Directors,” “Information Concerning Executive Officers,” “Corporate Governance – 2025 Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” “Certain Relationships and Related Person Transactions” and “Executive Compensation,” and information about the directors and executive officers of CorMedix, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 29, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/data/1410098/000121390026049311/ea0286136-05.htm, under the headings “Proposal No. 1 – Approval of the Director Election Proposal,” “Corporate Governance – Executive Officers,” “Security Ownership of Certain Beneficial Owners and Management,” “Director Compensation,” “Executive Compensation” and “Certain Relationships and Related Transactions,” and, in each case, in subsequently filed Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Forms 3, 4 and 5. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available.
Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be set forth in Heron’s definitive proxy statement and other relevant materials to be filed with the SEC regarding the Proposed Acquisition when such materials become available. Investors and stockholders should read the proxy statement carefully when it becomes available before making any voting or investment decisions. Copies of these documents may be obtained, free of charge, from the sources indicated above.
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No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The shares of CorMedix common stock to be issued to Heron in the Proposed Acquisition will be issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, that are subject to risks and uncertainties. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions. All statements, other than statements of historical facts, should be considered forward-looking statements, including, but not limited to, statements regarding the proposed acquisition by CorMedix of substantially all of the assets of Heron (the “Proposed Acquisition”); Heron’s ability to provide an additional revenue base of four FDA-approved commercial brands, with opportunities to drive future growth; the expected timing of closing; the anticipated benefits of the Proposed Acquisition, including expected synergies, diversification of revenue base and the expectation that the Proposed Acquisition will be accretive to earnings; statements regarding product strategy, growth and label expansion opportunities; development and expectations of CorMedix’s product pipeline, results of real-world studies, expectations regarding product utilization, reimbursement rates, and market access, including changes in CMS reimbursement methodology; the potential achievement of earn-out milestones and royalty payments; the commercial potential of ZYNRELEF and the other acquired products; the development of the acquired pipeline program; the terms, funding and availability of the Pharmakon term loan facility; CorMedix’s ability to pursue future business development transactions; and estimates of total addressable market size.
These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including: the failure to obtain Heron stockholder approval or required regulatory clearances, or to satisfy other closing conditions, on a timely basis or at all; CorMedix’s ability to successfully integrate the acquired assets, achieve anticipated synergies, accretion, and EBITDA or Adjusted EBITDA on a timely basis or at all; the amount of any adjustments to the consideration under the asset purchase agreement; the occurrence of any event that could give rise to termination of the asset purchase agreement, including circumstances requiring Heron to pay a termination fee; the risk that CorMedix’s stock price may decline if the Proposed Acquisition is not completed; fluctuations in the price of CorMedix common stock; dilution to CorMedix’s stockholders; disruption to CorMedix’s and Heron’s business relationships with customers, suppliers and employees, including as a result of the announcement or pendency of the Proposed Acquisition, and diversion of management’s attention; restrictions on the conduct of Heron’s business while the Proposed Acquisition is pending; unexpected costs, liabilities or delays relating to the Proposed Acquisition and the acquired products; market acceptance and reimbursement of the acquired products, including continued eligibility for separate payment under the NOPAIN Act; changes to reimbursement rates and methodology, customer utilization, and other factors impacting the demand for CorMedix’s and Heron’s products; competition; manufacturing and supply risks; the incurrence of indebtedness and compliance with covenants under the Pharmakon facility; litigation relating to the Proposed Acquisition; uncertainty about CorMedix’s or Heron’s business, operations and strategy after the consummation of the Proposed Acquisition; and the other risks described in the periodic reports filed by CorMedix with the Securities and Exchange Commission (“SEC”), including its most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from CorMedix. All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and readers are cautioned not to place undue reliance on them. Forward-looking statements speak only as of the date of this Current Report on Form 8-K, and CorMedix does not undertake any obligation to update them, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Investor Call Transcript, dated November 9, 2026 | |
| 99.2 | Investor Presentation, dated November 9, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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.
| CorMedix Inc. | ||
| Date: November 10, 2026 | By: | /s/ Joseph Todisco |
| Name: | Joseph Todisco | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
|
FINAL TRANSCRIPT CorMedix Inc (CRMD US Equity) |
2026-11-09 |
Acquisition of Heron Therapeutics by CorMedix Therapeutics
Company Participants
| ● | Joseph Todisco “Joe”, Chairman/CEO |
Other Participants
| ● | Brandon Folkes, Analyst, HC Wainwright & Co |
| ● | Jason Butler, Analyst, Citizens |
| ● | Leonid Timashev, Analyst, RBC Capital |
| ● | Leszek Sulewski, Analyst, Oppenheimer & Co. Inc. |
| ● | Serge Belanger, Analyst, Needham |
Presentation
Operator
Good afternoon, and welcome to the CorMedix conference call. Earlier today, CorMedix and Heron issued a joint press release announcing that the companies have entered into a definitive asset purchase agreement under which CorMedix will acquire substantially all of the assets of Heron. The press release is available on the Investors section of each company’s website. Leading the call today is Joe Todisco, Chairman and Chief Executive Officer of CorMedix. Following his prepared remarks, Joe will be available to take your questions during the Q&A session, and he will be joined by Susan Blum, Chief Financial Officer; Liz Hurlburt, EVP and Chief Operating and Commercial Officer; and Beth Zelnick Kaufman, EVP and Chief Legal and Compliance Officer and Corporate Secretary. Before we begin, I would like to remind everyone that during the call, CorMedix management may make what are known as forward-looking statements within the meaning set forth in the Private Securities Litigation Reform Act of 1995. These statements are statements other than statements of historical facts regarding management’s expectations, beliefs, goals and plans, including statements regarding the proposed acquisition by CorMedix of substantially all of the assets of Heron, the expected timing of closing, the anticipated benefits of the transaction, including expected operating cost synergies and the expectation that the transaction will be accretive to earnings and free cash flow, the potential achievement of earn-out milestones and royalty payments, the commercial potential of the acquired products, the terms, funding and availability of the Pharmakon term loan facility and CorMedix’s ability to pursue future business development transactions. Actual results may differ materially from those expressed or implied by these statements due to a number of factors, including, among others, the risk that the closing conditions aren’t satisfied, including receipt of Heron stockholder approval and/or required regulatory clearances, the ability to successfully integrate the acquired assets and realize anticipated synergies, the impact of the issuance of CorMedix common stock as consideration on our stockholders and the trading price of CorMedix common stock and the risks associated with its new term loan facility and the other risks and uncertainties described in greater detail in the joint press release and in the filings of CorMedix and Heron with the SEC, which are available free of charge on the SEC’s website. Investors should not place undue reliance on these statements, and CorMedix does not intend to update these forward-looking statements, except as required by law.
© COPYRIGHT 2026, BLOOMBERG LP. All rights reserved. Any reproduction, redistribution or retransmission is expressly prohibited.
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FINAL TRANSCRIPT CorMedix Inc (CRMD US Equity) |
2026-11-09 |
During this call, management may also refer to certain non-GAAP measures, including adjusted earnings. In connection with the proposed transaction, CorMedix has filed a current report on Form 8-K describing the transaction in greater detail. Stockholders are urged to read the 8-K and any other relevant documents filed with the SEC carefullyand in their entirety when they become available because they do and will contain important information about the proposed transaction. This call is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. It is now my pleasure to turn the call over to Joe Todisco, Chairman and Chief Executive Officer of CorMedix. Joe, please go ahead.
Questions And Answers
A - Joseph Todisco “Joe”
Thank you, Dan, and good afternoon, everyone. Today is an important day for CorMedix. This morning, we announced a definitive agreement to acquire substantially all of the assets of Heron Therapeutics, adding 4 commercial stage products, ZYNRELEF, APONVIE, CINVANTI and SUSTOL as well as assumed a multiproduct development agreement under which one NDA is currently pending at FDA. These assets are highly complementary to our hospital and acute care-focused commercial platform. The transaction has been unanimously approved by the Boards of Directors of both companies. I want to thank Craig Collard, Heron’s Chief Executive Officer, the Heron Board and the entire Heron team for their partnership in getting us to this point. We expect the transaction to be immediately accretive to earnings and free cash flow upon closing. Additionally, we also expect to generate total operating cost synergies of $45 million to $60 million on an annualized run rate basis by year-end 2027, driven by our ability to leverage our robust commercial, general administrative and public company infrastructure to support the Heron assets. We believe our experience garnered from integrating Melinta positions us well to execute an efficient integration and to realize these synergies. For those who have followed CorMedix over the last year, this transaction should look familiar. Our strategy was clear and consistent: To build a diversified portfolio of differentiated products used in institutional settings of care and to deploy our capital in a disciplined manner to fuel sustainable growth. With the acquisition of Melinta Therapeutics in 2025, we augmented our commercial, market access and medical organization that calls on hospitals, infusion centers, dialysis clinics and customers in other institutional settings of care. The Heron portfolio is synergistic and complementary to that footprint. Each of the 4 commercial products is administered in hospitals, ambulatory surgical centers or infusion centers, and they share overlapping call points with our existing business across hospital pharmacy and therapeutics committees, group purchasing organizations, integrated delivery networks and ambulatory surgical centers. Let me briefly walk through what we are acquiring. ZYNRELEF is an extended-release solution of bupivacaine and meloxicam for postoperative pain. APONVIE is an aprepitant injectable emulsion for the prevention of postoperative nausea and vomiting. Together, ZYNRELEF and APONVIE represent thefastest-growing products in the Heron portfolio, and we believe they are positioned for continued expansion in the hospital and ambulatory surgical care settings. CINVANTI, an aprepitant injectable emulsion and SUSTOL, an extended-release granisetron injection are established products for the prevention of chemotherapy-induced nausea and vomiting. In addition to these 4 commercial products, the deal perimeter includes a multiproduct licensing agreement covering development programs, including a pending NDA for an undisclosed injectable product.
© COPYRIGHT 2026, BLOOMBERG LP. All rights reserved. Any reproduction, redistribution or retransmission is expressly prohibited.
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FINAL TRANSCRIPT CorMedix Inc (CRMD US Equity) |
2026-11-09 |
Collectively, the acquired products represent an established trailing 12 months revenue base of approximately $150 million in net product revenue across acute care and hematology/oncology supportive care. We see 4 pillars to the strategic rationale for this transaction. First, scale and diversification. The Heron portfolio meaningfully expands our revenue base, further diversifies our revenue mix across acute care and hematology/oncology supportive care and provides additional strategic growth opportunities for our business. Second, commercial and operational leverage. We expect to deploy Heron’s products through our existing infrastructure, supplemented with a subset of legacy Heron employees, which supports the $45 million to $60 million in annual operating cost synergies we expect to realize in 2027 on a run rate basis. Third, growth from the acute care franchise. We view ZYNRELEF in particular, as an asset with significant untapped potential as hospitals and surgery centers increasingly adopt non-opioid approaches to postsurgical pain. And fourth, pipeline optionality. CINVANTI and SUSTOL complements our emerging presence in hematology and oncology with the upcoming PDUFA date for REZZAYO prophylaxis for which we anticipate FDA action in the first quarter of 2027. Before I walk through the transaction terms, financing and financial impact, I want to spend a moment on the Heron business and what this transaction means for Heron stakeholders. Over the past several years, the Heron team has built a portfolio of products that aim to advance the standard of care for acute care and hematology and oncology patients, and they should be proud of what they’ve accomplished. As many of you know, Heron’s Board has been conducting a review of strategic alternatives, and we are pleased that this process has resulted in today’s agreement. The transaction provides Heron meaningful upfront value through a combination of cash and CorMedix stock. At the same time, the stock component, the ZYNRELEF earn-out and the royalty on the hematology/oncology supportive care products gives Heron the opportunity to continue participating in the success of the products its team has built. Importantly, we believe CorMedix is the right home for these products. We have the scale, financial strength and institutional commercial focus to driveThe overlap in customers and call points of our 2 organizations is meaningful, and we truly see this as a 1 plus 1 equals 3 type transaction. Turning now to the terms of the transaction. Under the agreement, CorMedix will pay upfront consideration of $145 million in cash, plus approximately 14.6 million shares of CorMedix common stock. The number of shares was determined during negotiations by dividing $105 million by $7.20 per share and is fixed, subject to customary adjustment for stock splits and similar events. It will not be adjusted for changes in CorMedix’s share price prior to closing. Based on last Friday’s closing share price of $5.32 a share, the stock consideration has a value of approximately $77.6 million. In addition to the upfront consideration, Heron will be eligible to receive total earn-out payments of up to $55 million tied to calendar year 2028 ZYNRELEF net sales, $25 million if ZYNRELEF net sales equal or exceed $65 million in calendar year 2028 and an additional $30 million if ZYNRELEF net sales equal or exceed $95 million in calendar year 2028. Heron will also be eligible to receive a 5% royalty on the portion of combined annual net sales of CINVANTI, SUSTOL and the products covered by Heron’s multiproduct development license agreement that exceed $25 million for calendar years ’27, ’28 and ’29, respectively. We structured these contingent payments so that a meaningful portion of the total consideration is tied to the future performance of the acquired products, which aligns the interest of both parties -- of both companies’ shareholders. I would also note that in connection with the transaction, Rubric Capital Management, the holder of approximately $38 million of Heron’s existing convertible debt, has agreed to equitize that debt into CorMedix’s common stock. That transfer will occur under a separate agreement between Heron and Rubric from the roughly 14.9 million shares issued by CorMedix as upfront consideration and is expected to occur in 4 tranches over an extended period. Both Heron and Rubric have entered into governance agreements restricting certain actions and dictating the timing and terms on which their positions in CorMedix stock may be sold. Heron will have the right to name one new member to CorMedix Board of Directors, subject to the terms of the governance agreement. We view the alignment of Heron’s largest stakeholders behind this transaction and Heron’s representation on the CorMedixBoard as a strong endorsement and validation of the value we believe this combination can create. Turning to financing. Concurrent with signing, CorMedix entered into a new $150 million senior secured term loan facility with funds managed by Pharmakon Advisors. Under the facility, we will draw $75 million at the closing of the Heron asset acquisition, and we can draw an additional $75 million tranche at our discretion through June 30, 2028 to support future business development opportunities. We intend to fund the cash portion of the upfront consideration with a combination of the initial $75 million term loan tranche and $70 million of our existing cash on hand. Key terms of the facility, including interest rate maturity will be described in the current report on Form 8-K to be filed with the SEC. We are excited to have Pharmakon as our financing partner, and the new facility gives us flexibility through an efficient source of nondilutive capital to fund both acquisition of Heron’s assets as well as future transactions while preserving dry powder for additional strategic business development opportunities and to operate our business. In closing, this acquisition is a meaningful step forward in our strategy to build a diversified portfolio of products used in institutional settings of care, and it is a transaction we believe creates substantial value for CorMedix shareholders. Heron’s products are a natural fit for the commercial platform we have built. We have structured this transaction to be immediately accretive to earnings and free cash flow. We expect to realize $45 million to $60 million in operating cost synergies by leveraging our existing infrastructure and with $75 million in additional nondilutive capital to support over half the upfront cash consideration, we have preserved financial flexibility to invest in future business development opportunities. We look forward to welcoming the ZYNRELEF, APONVIE, APONVIE and SUSTOL franchises to CorMedix and working with Craig and the Heron team towards a successful closing. Finally, I want to thank the Heron’s employees for their dedication and hard work. Their commitment to patients and to the success of their products is what made this transaction possible, and we look forward to welcoming many of them to the CorMedix team. I would like to now open up the call for questions related to this transaction. As we queue up for questions, I respectfully request that any questions regarding third quarter financial performance, DefenCath or TDAPA add-on payments be reserved for our earnings call this upcoming Thursday, November 12.
Thank you.
© COPYRIGHT 2026, BLOOMBERG LP. All rights reserved. Any reproduction, redistribution or retransmission is expressly prohibited.
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FINAL TRANSCRIPT CorMedix Inc (CRMD US Equity) |
2026-11-09 |
Operator
We will now begin the question-and-answer session. (Operator Instructions)If you are called upon to ask your question and are listening via speakerphone in your device, please pick up your handset to ensure that your phone is not on mute when asking your question. (Operator Instructions) Our first question comes from the line of Leonid Timashev with RBC Capital Markets. Your line is open.
Q - Leonid Timashev {BIO 21758304 <GO>}
Hey, guys. Thanks for taking my question and Congrats on the transaction. Maybe just one from me. As you think about what you’ve acquired here, how does it stimulate growth for your existing products? Are there any new call points you’ve acquired that could help with the REZZAYO launch or that could help with the Melinta portfolio? Just trying to understand how much synergy there is on the existing business as well. Thanks.
A - Joseph Todisco “Joe”
Hey thanks for the question. Fair point. So I wouldn’t look at it from the standpoint of it stimulating growth of base business. I think the CINVANTI and SUSTOL franchise does give us overlap specifically with where we want to take REZZAYO. There’s relationships there that are going to be common and helpful. I don’t know that one product necessarily benefits the other, but it’s helpful to spread infrastructure and infrastructure costs across multiple products in that area. Is there anything -- was there a second part to that question, Leo?
Q - Leonid Timashev {BIO 21758304 <GO>}
No, I think you got it all. Appreciate it.
A - Joseph Todisco “Joe”
All right.
Operator
Our next question comes from the line of Brandon Folkes with H.C. Wainwright. Your line is open.
Q - Brandon Folkes {BIO 20171315 <GO>}
Hi, thanks for taking my questions and Congrats on the deal. And thank you for the guidance for 2027. Can you just talk a little bit around the diligence you did on the CINVANTI exclusivity and your assumptions in the 2027 guidance you put out and beyond CINVANTI especially in terms of generic timing as well as ASP resets, and does your guidance contemplate a CINVANTI generic for the full 12 months? And maybe just --
A - Joseph Todisco “Joe”
Okay, go ahead.
© COPYRIGHT 2026, BLOOMBERG LP. All rights reserved. Any reproduction, redistribution or retransmission is expressly prohibited.
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FINAL TRANSCRIPT CorMedix Inc (CRMD US Equity) |
2026-11-09 |
Q - Brandon Folkes {BIO 20171315 <GO>}
And then on ZYNRELEF, how are you just thinking about accelerating the curve here? Are you thinking about, I guess, an acceleration of the curve? Or do you think just given your infrastructure in the hospital, we could see a stepwise growth function in that product? Thank you.
A - Joseph Todisco “Joe”
Thanks. And I want to cover a couple of things on CINVANTI first. And we did do extensive diligence around that situation. And I want to be clear because you mentioned the word generic launch twice. Azurity is not launching a generic version of CINVANTI. They’re launching a competitive branded product that is a 505(b)(2) of CINVANTI. It will -- if and when it does launch, we’ll have its own J-code, and they will have to contract and be a competitive branded product. I would not say it’s a foregone conclusion that Azurity will win their appeal of that lower court ruling. That’s certainly something we’ve looked at quite closely. I don’t have a viewpoint on exact timing should they launch at risk. I would say there is variability in our guidance for a reason because we do recognize that there is a situation with CINVANTI. We do have a strategy in mind of how we intend to market and promote CINVANTI. Obviously, you mentioned ASP reset. We have some thoughts around that. I’m not ready today to commit to when the timing of that would occur. But we do have some other strategies as well that as we progress past closing, we’ll be in a better position to talk a little bit more publicly about. But that is a situation that we did diligence extensively. On ZYNRELEF, I wouldn’t say it’s a situation where our infrastructure is going to -- is immediately going to juice growth. We like the product. We like the fit. It is the area where I think we’ll be onboarding the most employees from Heron. That would be specific to ZYNRELEF. It is a little bit of a unique niche. We’ve done a decent amount of primary market research there. We’re going to continue to do more. We do think there are some things that we can do a little bit differently from maybe what was done in the past. And as we -- again, as we progress through closing commercialization, we’ll be in a little bit better positioned to communicate more publicly around what we’re doing.
Operator
Next question comes from the line of Les Sulewski with Oppenheimer. Your line is open.
Q - Leszek Sulewski
Good evening and Congrats on the transaction. So Joe, as you -- during your due diligence process, I’d love to hear your thoughts around each product. So first on ZYNRELEF, how are you thinking about that growth path to hit the 2028 sales earn-out target, specifically the $95 million trigger considering no pain reimbursement likely does end next year. I guess essentially, how are you thinking about the sales force expansion versus perhaps leaning into the orthopedic side? APONVIE, what’s the growth path for this asset now that the transition from Medicare pass-through to permanent J-code happened? And what are you thinking about the peak sales opportunity, if you could share any color around that? I appreciate the color around CINVANTI, but I just wanted to get your sense of is the erosion embedded into the $125 million, $150 million outlook for next year? And then lastly, on SUSTOL, is this a product that you would consider relaunching? Thank you.
A - Joseph Todisco “Joe”
Okay. So I’m still running your question. Look, I think for ZYNRELEF specifically,it’s not a coincidence that the earn-out year is 2028. We’re well cognizant of NOPAIN expiring at the end of 2027. Certainly, it’s -- for those government patients, that will be a little bit of a headwind. We do have plans around how we want to pivot ahead of that. We’re going to do the best we can to try to achieve those revenue targets and be more than happy to pay out those milestones if we can get the sales run rate up to those levels in 2028. I don’t want to talk too much today about how we’re going to -- or what areas that we are going to pivot to growth. We do see some opportunity outside of ortho today. We want to validate that a little bit more. But we think we definitely have done research and believe that there’s some opportunity there. On the APONVIE side, this is an area where our internal infrastructure, I think, can bolster the growth a little bit more. Heron historically has had a handful of folks on that product. We’re going to put a little bit more resources behind it and see if we can get a couple of percentage points more growth there and drive some additional revenue. On the CINVANTI question, yes, there is some erosion that’s baked into the bottom end of that range. Certainly, as we close, we’re going to have to get a better viewpoint of -- and watch the situation develop with Azurity and with the appeal of that litigation. But right now, I’d say that the bottom end of that range certainly builds in erosion in the CINVANTI franchise. And on SUSTOL, I’d say technically, yes, it is our intent to relaunch SUSTOL. I don’t want to commit to a timing, but that is part of what we are planning in the future.
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FINAL TRANSCRIPT CorMedix Inc (CRMD US Equity) |
2026-11-09 |
Q - Leszek Sulewski
Thank you. Maybe I could squeeze one more, if you don’t mind. On the NDA, the additional asset with Heron, you didn’t quite discuss it, but is this something that’s competitive or perhaps in addition to what’s currently available? Or is this a cannibalizing asset?
A - Joseph Todisco “Joe”
Yeah, I don’t want to talk too much about this. I’ll say it’s a -- what I will say is the 505(b) (2) NDA. We have diligenced it. We think it has a decent possibility of getting first cycle approval in 2027. Once we close and again, get more clarity around that situation, we’ll provide a little bit more color. But for now, it’s not baked into the guidance numbers for this ’27.
Q - Leszek Sulewski
Great. Thank you.
Operator
Next question comes from the line of Jason Butler with Citizens. Your line is open.
Q - Jason Butler {BIO 16252082 <GO>}
Hi, thanks for taking the questions and Joe, could I just ask you to expand a little bit more on where you think there’s overlap with your current prescriber base for the current portfolio of products, specifically with ZYNRELEF and APONVIE. And you mentioned that you will be onboarding some of the Heron team. Just how you think about the size of the overall infrastructure when you come out that builds into the synergies that you guided to by the end of ’27? Thanks.
A - Joseph Todisco “Joe”
All right. Hey, thanks, Jason. I want to be careful to say overlap of prescriber base versus call points. So some of these drugs may be used in the same facility, but may have different specialists or physicians that are actually the ones making the decision to dispense. I -- for now, we’re not going to comment on the exact number of employees, but suffice to say, as I said before, I think a lot of the employees we will onboard will be specific to ZYNRELEF plus some others. And we believe that the synergy number we’ve put out there is achievable, certainly achievable based on the number of employees we plan to onboard.
Q - Jason Butler {BIO 16252082 <GO>}
Great. Thank you.
Operator
And our final question comes from the line of Serge Bellanger with Needham & Company. Your line is open.
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FINAL TRANSCRIPT CorMedix Inc (CRMD US Equity) |
2026-11-09 |
Q - Serge Belanger {BIO 15024362 <GO>}
Hi, good afternoon. Thanks for taking my questions. First one, regarding CINVANTI, are you aware of any other generic filers for the product that are either past the P4 filing? And then secondly, can you just give us an update or an idea of what the IP is around ZYNRELEF and APONVIE?
A - Joseph Todisco “Joe”
And I’m going to start with the second one, and I apologize, I don’t have the patent numbers handy, but it’s certainly something we can share with you, Serge, and we’ll make sure that that’s available. There are a number of Orange Book listed patents that are on ZYNRELEF, and we can get that information too. On CINVANTI, the generic situation there is very well understood. They have patent settlements on both CINVANTI and APONVIE with Mylan, Heron and Baxter that allow for launches in 2032. Fresenius Kabi was the first generic filer on CINVANTI. They lost at the lower court decision. That decision is up on appeal. I think oral arguments were actually last week. And we’ve diligenced that lower court ruling extensively, and we feel good about the thoroughness and the quality of the District Court ruling in that case in favor of Heron.
Operator
Ladies and gentlemen, that concludes the question-and-answer session. Thank you all for joining, and you may now disconnect.
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Exhibit 99.2
Acquisition of Heron Therapeutics Commercial and Pipeline Assets November 9, 2026 1
Disclaimer NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN PERMISSION OF CORMEDIX THERAPEUTICS Forward - Looking Statements: This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . Forward - looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “guidance,” “intend,” “may,” “plan ,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions. All statements, other than stat eme nts of historical facts, should be considered forward - looking statements, including, but not limited to, statements regarding the propo sed acquisition by CorMedix of substantially all of the assets of Heron (the “Proposed Acquisition”); Heron’s ability to provide an additional revenue base of four FDA - approved commercial brands, with opportunities to drive future growth; the expect ed timing of closing; the anticipated benefits of the Proposed Acquisition, including expected synergies, diversification of revenue base and the expectation that the Proposed Acquisition will be accretive to earnings; statements r ega rding product strategy, growth and label expansion opportunities; development and expectations of CorMedix’s product pipeline, results of real - world studies, expectations regarding product utilization, reimbursement rates, and market acc ess, including changes in CMS reimbursement methodology; the potential achievement of earn - out milestones and royalty payments; the commercial potential of ZYNRELEF and the other acquired products; the development of the acquired pipel ine program; the terms, funding and availability of the Pharmakon term loan facility; CorMedix's ability to pursue future business development transactions; and estimates of total addressable market size. These statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including: the failure to obtain Heron stockholder approval or required regulatory clearances, or to satisfy other closing conditions, on a timely basis or at all; CorMedix's ability to successfully integrate the acquired asse ts, achieve anticipated synergies, accretion, and EBITDA or Adjusted EBITDA on a timely basis or at all; the amount of any adjustments to the consideration under the asset purchase agreement; the occurrence of any event that could give rise to term ina tion of the asset purchase agreement, including circumstances requiring Heron to pay a termination fee; the risk that CorMedix’s stock price may decline if the Proposed Acquisition is not completed; fluctuations in the price of CorMedix c omm on stock; dilution to CorMedix’s stockholders; disruption to CorMedix’s and Heron’s business relationships with customers, suppliers and employees, including as a result of the announcement or pendency of the Proposed Acquisition, and di ver sion of management's attention; restrictions on the conduct of Heron's business while the Proposed Acquisition is pending; unexpected costs, liabilities or delays relating to the Proposed Acquisition and the acquired products; market ac cep tance and reimbursement of the acquired products, including continued eligibility for separate payment under the NOPAIN Act; changes to reimbursement rates and methodology, customer utilization, and other factors impacting the demand for Cor Medix’s and Heron’s products; competition; manufacturing and supply risks; the incurrence of indebtedness and compliance with covenants under the Pharmakon facility; litigation relating to the Proposed Acquisition; uncertainty abou t C orMedix’s or Heron’s business, operations and strategy after the consummation of the Proposed Acquisition; and the other risks described in the periodic reports filed by CorMedix with the Securities and Exchange Commission ("SEC"), incl udi ng its most recent Annual Reports on Form 10 - K and Quarterly Reports on Form 10 - Q, copies of which are available free of charge at the SEC’s website at www.sec.gov or upon request from CorMedix. All forward - looking statements are e xpressly qualified in their entirety by this cautionary statement, and readers are cautioned not to place undue reliance on them. Forward - looking statements speak only as of the date of this presentation, and CorMedix does not undertake an y obligation to update them, except as required by law. Additional Information and Where to Find It: In connection with the Proposed Acquisition, CorMedix has and may file relevant documents with the SEC regarding the Proposed Ac quisition. This presentation is not a substitute for any other document that CorMedix may file with the SEC. INVESTORS AND STOCKHOLDERS ARE URGED TO READ ANY RELEVANT DOCUMENTS FILED WITH THE SEC , AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSE D A CQUISITION. Investors and stockholders may obtain these documents free of charge at the SEC's website, www.sec.gov, and on the Investors section of the CorMedix’s investor rel ati ons website at https://cormedix.com/investors/. Participants in the Solicitation: CorMedix, Heron and their respective directors and executive officers may be deemed to be participants in the solicitation of pr oxies from Heron's stockholders in connection with the Proposed Acquisition. Information about the directors and executive officers of Heron, including a description of their direct or indirect interest s, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed wit h the SEC on April 30, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/data/818033/00011931252619 630 6/hrtx - 20260430.htm, under the headings "Information Concerning the Board of Directors," "Information Concerning Executive Officers," "Corporate Governance – 2025 Director Compensation," "Security Ownership of Certain Beneficial O wners and Management," "Certain Relationships and Related Person Transactions" and "Executive Compensation," and information about the directors and executive officers of CorMedix, including a description of their direc t o r indirect interests, by security holdings or otherwise, is set forth in its proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 29, 2026, which is available online at https://www.sec.gov/ix?doc=/Archives/edgar/d ata /1410098/000121390026049311/ea0286136 - 05.htm, under the headings "Proposal No. 1 – Approval of the Director Election Proposal," "Corporate Governance – Executive Officers," "Security Ownership of Certain Beneficial Owners and M anagement," "Director Compensation," "Executive Compensation" and "Certain Relationships and Related Transactions," and, in each case, in subsequently filed Current Reports on Form 8 - K, Quarterly Reports on Form 10 - Q and Forms 3, 4 and 5. Additional information regarding the interests of such participants will be included in the proxy statement and other relevant materials to be filed with the SEC when they become available. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by se curity holdings or otherwise, will be set forth in Heron's definitive proxy statement and other relevant materials to be file d with the SEC regarding the Proposed Acquisition when such materials become available. Investors and stockholders should read th e proxy statement carefully when it becomes available before making any voting or investment decisions. Copies of these documents may be obtained, free of charge, from the sources indicated above. No Offer or Solicitation: This presentation is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualifica tio n under the securities laws of any such jurisdiction. The shares of CorMedix common stock to be issued to Heron in the Proposed Acquisition will be issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from registration. 2
Transaction Overview and Timeline 3 » Up to $55mm total earn - out payments based on ZYNRELEF ® net sales milestones: $25mm if ZYNRELEF ® net sales exceed $65mm for calendar year 2028, plus an additional $30mm if ZYNRELEF ® net sales exceed $95mm for calendar year 2028 Earn - out Payments » $145 million of cash, funded from a combination of cash on hand and new Pharmakon term loan facility » 14,583,333 shares of CorMedix Common Stock (Share count calculated by dividing $105mm of value ascribed by CorMedix by $7.20/share price for CorMedix stock) Upfront Consideration » 5% royalty on combined annual net sales of CINVANTI ® , SUSTOL ® and certain products covered by Heron’s multi - product development and license agreement exceeding $25mm in each of calendar years 2027, 2028, and 2029 Royalty Payments » CorMedix Therapeutics (“CorMedix”) (NASDAQ: CRMD) has announced a definitive agreement to acquire substantially all assets of Heron Therapeutics (“Heron”) (NASDAQ: HRTX), including four commercial products (ZYNRELEF ® , APONVIE ® , CINVANTI ® and SUSTOL ® ) with respect to products covered by Heron’s multi - product development & license agreement Transaction » Anticipated close in the first quarter of 2027, subject to approval by Heron stockholders, regulatory approvals and other customary closing conditions » Working closely with Heron on integration planning to ensure continued success Timing & Integration NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN PERMISSION OF CORMEDIX THERAPEUTICS 1. The number of shares was determined by dividing $105 million by $7.20 per share and is fixed, subject to customary adjustment for stock splits and similar events. » Heron to remain a publicly traded company with a credit facility repaid, significant position in CorMedix common stock, and rights to earn - out and royalty payments » Heron and Rubric have entered into governance agreements restricting certain actions and dictating the timing and terms on which their positions in CorMedix stock may be sold Remaining Heron Entity
Combined CorMedix and Heron Assets 4 1. Extends CorMedix’s portfolio into perioperative pain and CINV/PONV, addressing similar call points of hospitals, IDN, and ASC customers covered by the existing field organization 2. Complementary hematology/oncology commercial infrastructure that can be leveraged to accelerate and de - risk the future launch of Rezzayo prophylaxis 3. Adds a portfolio of established commercial products with attractive gross margins and multiple identifiable growth opportunities to drive revenue throughout DefenCath’s post - TDAPA reimbursement transition Established commercial portfolio with products to the acute care and hematology/oncology supportive care ecosystems Immediately accretive with potential upside from pipeline and label expansion opportunities 1 2 3 x Acquisition delivers four additional commercial products with Q3 2026 LTM net revenue of approximately $150mm x Potential for delivery of $45 - 60mm synergies per annum to CorMedix 1 ; synergies concentrated in overlapping commercial and G&A functions x Pro forma 2026E revenue for the combined business is expected to be $465 - 490mm 2 NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN PERMISSION OF CORMEDIX THERAPEUTICS 1. Synergy estimate is preliminary and subject to change 2. The pro forma results were prepared by combining the unaudited financial results and estimated financial results of CorMedix and Heron without further adjustment. Pro forma financial information does not necessarily reflect the actual results that we would have achieved had the pro forma transaction been consummated as of t he date indicated nor does it reflect the potential future results of the combined company
Highlights of Heron Commercial and Pipeline Assets 5 Established integrated acute care and hematology/oncology supportive care portfolio of four FDA - approved commercial brands, supported by a dedicated hospital and ambulatory surgery center (ASC) sales force with a broad footprint 1 Diversified Q3 2026 LTM product revenue of approximately $150mm across acute care and hematology/oncology supportive care 2 Entrenched commercial infrastructure with meaningful overlap across hospitals, IDNs, ASCs, hematology/oncology practices and infusion centers 3 Multiple identifiable growth opportunities, including ZYNRELEF ® expansion, APONVIE ® penetration, and the potential launch of products covered by Heron’s multi - product development & license agreement 4 Efficient commercial platform supports the future launch of REZZAYO ® prophylaxis, creating opportunities for revenue synergies 5 NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN PERMISSION OF CORMEDIX THERAPEUTICS
Acute Care Products Hematology/Oncology Care Products Dual - acting, extended - release anesthetic that combines local pain relief with anti - inflammatory effects Ready - to - use IV NK1 receptor antagonist offering rapid onset and sustained protection Extended - release 5 - HT3 receptor antagonist designed to maintain therapeutic levels for several days IV NK1 receptor antagonist formulated without polysorbate 80 to reduce infusion - site reactions Product Description May 2021 September 2022 August 2016 November 2017 FDA Approval Provides up to 72 hours of pain relief following soft tissue or orthopedic surgery Prevents postoperative nausea and vomiting in adults Prevents nausea and vomiting from moderately emetogenic or AC - based chemotherapy Prevents nausea and vomiting from highly or moderately emetogenic chemotherapy Indication Summary of Heron’s Commercial Portfolio 6 NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN PERMISSION OF CORMEDIX THERAPEUTICS
Combined Product Portfolio Creates a diversified portfolio with 12 commercial products and multiple near - term pipeline opportunities Commercial Ph III / Registrational Ph II Ph I Pre - Clinical Indication Product Hemodialysis CorMedix Total Parenteral Nutrition (TPN) Hemodialysis (Pediatric label expansion) Candidemia and invasive candidiasis Prophylaxis Pneumocystis Pneumonia in HIV Adults* Chronic Pulmonary Aspergillosis* Serious infections including Acinetobacter Complicated Urinary Tract Infections (cUTIs) Acute Bacterial Skin and Skin Structure Infections (ABSSSI) and Community Acquired Bacterial Pneumonia (CABP) ABSSSI ABSSSI Hypertension, Coronary Artery Disease, Heart Failure Chemotherapy - Induced Nausea and Vomiting (CINV) Heron Postoperative Pain Postoperative Nausea and Vomiting (PONV) CINV Hematology/Oncology Heron Pipeline Asset Commercial CorMedix Contribution Heron Contribution Ph II Commercial Registrational – sNDA Accepted Commercial Commercial Commercial Commercial Commercial Commercial Ph III Ph III 7 Commercial Commercial Commercial Commercial Registrational Ph II *Study run by Mundipharma NOT FOR DISTRIBUTION WITHOUT THE PRIOR WRITTEN PERMISSION OF CORMEDIX THERAPEUTICS