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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 8, 2026
CorMedix
Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-34673 |
|
20-5894890 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
389 Interpace Parkway, Suite 450
Parsippany, NJ |
|
07054 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (908) 517-9500
N/A
(Former
name or former address, if changed since last report)
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
CRMD |
|
Nasdaq
Global Market |
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
1.01 Entry into a Material Definitive Agreement.
Asset
Purchase Agreement
On
November 8, 2026, CorMedix Inc., a Delaware corporation (the “Company,” “CorMedix,” “we,” “our”
and “us”), and Heron Therapeutics, Inc., a Delaware corporation (the “Seller” or “Heron”), entered
into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Seller has agreed to sell substantially
all of its assets to the Company, other than certain excluded assets, and the Company has agreed to acquire those assets and assume certain
liabilities of the Seller as set forth in the Purchase Agreement (the “Asset Sale” or the “Proposed Transaction”).
As
consideration for the Asset Sale, the Company has agreed to (i) issue to the Seller 14,583,333 shares of the Company’s common stock,
par value $0.001 per share (“Common Stock”) (the “Stock Consideration”), (ii) pay to the Seller a purchase price
equal to $145.0 million in cash, subject to certain adjustments for the Seller’s closing cash and net working capital as set forth
in the Purchase Agreement (the “Cash Consideration”), of which $2.0 million will be deposited into escrow with Citibank,
N.A., as escrow agent, at the Closing to secure post-Closing adjustments to the Cash Consideration, which post-Closing adjustments may
not exceed $10.0 million in either direction, (iii) pay to the Seller royalties equal to 5.0% of the amount, if any, by which aggregate
annual net sales of CINVANTI®, SUSTOL® and the products covered by Seller’s multi-Product Development and License Agreement
exceed $25.0 million in each of calendar years 2027, 2028 and 2029, if and when payable, on the terms set forth in the Purchase Agreement,
(iv) pay to the Seller earn-out payments of $25.0 million if net sales of ZYNRELEF® for calendar year 2028 equal or exceed $65.0
million and an additional $30.0 million if such net sales equal or exceed $95.0 million, payable at the Company’s election in cash,
shares of Common Stock or a combination thereof (provided that any portion that would cause the aggregate shares of Common Stock issued
under the Purchase Agreement to exceed 19.9% of the Common Stock outstanding as of the closing of the Asset Sale (the “Closing”)
will be paid in cash), if and when payable, on the terms set forth in the Purchase Agreement and (v) assume certain liabilities of the
Seller as specified in the Purchase Agreement.
The
Purchase Agreement contains customary representations, warranties and covenants of the parties, including covenants concerning the conduct
of the Seller’s business prior to the Closing, certain restrictions on the Company prior to the Closing, including with respect
to amendments to its organizational documents, recapitalizations, stock splits and share repurchases, and customary provisions regarding
indemnification obligations of (i) the Seller with respect to liabilities retained by the Seller and the Seller’s post-Closing
covenants and agreements in the Purchase Agreement and (ii) the Company with respect to liabilities assumed by the Company and the Company’s
post-Closing covenants and agreements. Following the Closing, the Seller will be subject to certain restrictive covenants, including
a five-year covenant not to engage in any business worldwide involving the treatment of chemotherapy-induced or post-operative nausea
and vomiting with injectable products containing aprepitant or granisetron or the treatment of post-operative pain with non-opioid anesthetics
containing bupivacaine or low-dose meloxicam, subject to certain exceptions, and a three-year covenant not to solicit employees who transfer
to the Company, subject to certain exceptions. The Company has also agreed to a reciprocal three-year covenant not to solicit certain
employees of the Seller, subject to certain exceptions. The representations and warranties of the parties do not survive the Closing,
and the Seller will have no liability following the Closing for any breach of its representations and warranties, other than in the case
of fraud. The Company and the Seller have agreed to use their reasonable best efforts to consummate the Asset Sale and the other transactions
contemplated by the Purchase Agreement. The Company’s obligation to consummate the Asset Sale is not subject to any financing conditions.
Additionally,
pursuant to the Purchase Agreement, the Seller has agreed, subject to certain exceptions with respect to unsolicited proposals, not to
directly or indirectly solicit competing proposals or to enter into discussions concerning, or provide confidential information in connection
with, any competing proposals. The Seller has also agreed to cease all existing discussions with third parties regarding any competing
proposals.
However,
at any time prior to obtaining the approval of the Seller’s stockholders, the Seller’s board of directors (the “Seller
Board”) may, subject to certain conditions, change its recommendation in favor of approving the Purchase Agreement in response
to a bona fide competing proposal that was not solicited in material breach of the non-solicit provisions set forth in the Purchase Agreement,
if the Seller Board determines in good faith, after consulting with the Seller’s financial advisor and outside legal counsel, that
the competing proposal is a superior proposal and determines in good faith that the failure to effect such a change in recommendation
in response to such superior proposal would be reasonably likely to be inconsistent with the directors’ fiduciary duties under
applicable law. The Seller may also terminate the Purchase Agreement in order to enter into a definitive agreement providing for a superior
proposal, but only if (i) the Seller has complied in all material respects with its obligations, including the non-solicit provisions,
set forth in the Purchase Agreement with respect to the superior proposal, (ii) the Seller pays the $4.0 million termination fee described
below and (iii) the Seller Board has authorized the Seller to enter into a definitive agreement providing for the superior proposal.
The
Seller Board also may, subject to certain conditions, change its recommendation in favor of approving the Purchase Agreement (but the
Seller may not terminate the Purchase Agreement) in response to certain “intervening events” if it determines in good faith
that the failure to effect such change in recommendation would be reasonably likely to be inconsistent with the directors’ fiduciary
duties under applicable law.
The
board of directors of the Company (the “Board”) has unanimously approved the Purchase Agreement, the Asset Sale and the other
transactions contemplated by the Purchase Agreement and has agreed to recommend that the Company’s stockholders approve the Purchase
Agreement, the Asset Sale and the other transactions contemplated by the Purchase Agreement. The Purchase Agreement, the Asset Sale and
other transactions contemplated by the Purchase Agreement must also be approved by the holders of a majority of the issued and outstanding
shares of the Seller’s common stock entitled to vote thereon (the “Seller Stockholder Approval”). No vote of the Company’s
stockholders is required in connection with the Asset Sale or the issuance of the Stock Consideration. In addition to the receipt of
the Seller Stockholder Approval, each party’s obligation to consummate the Asset Sale is conditioned upon certain other customary
closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, and any other required antitrust filings, the approval for listing on the Nasdaq Global Market of the shares
of Common Stock issuable as Stock Consideration, the accuracy of the other party’s representations and warranties as of the Closing,
subject, in certain instances, to certain materiality and other thresholds, the performance by the other party of its obligations and
covenants under the Purchase Agreement in all material respects, the absence of a material adverse effect with respect to the other party,
the delivery of certain documentation by the other party, and the absence of any injunction or other legal prohibitions preventing consummation
of the Asset Sale.
If
the Closing has not occurred by the date that is six months after the date of the Purchase Agreement (the “Outside Date”),
the Seller Stockholder Approval is not obtained at a duly convened meeting of the Seller’s stockholders as discussed above or there
shall be in place any final and non-appealable injunction or other legal prohibition permanently preventing consummation of the Asset
Sale, either the Company or the Seller may terminate the Purchase Agreement. The Purchase Agreement contains certain additional termination
rights for both the Company and the Seller, and further provides that, upon termination of the Purchase Agreement under specified circumstances,
the Seller will be required to pay the Company a termination fee of $4.0 million. Those circumstances include, among others, (i) the
termination of the Purchase Agreement by the Company following the Seller Board changing its recommendation in favor of the Asset Sale
or approving or recommending a competing proposal, (ii) the termination of the Purchase Agreement by the Seller to enter into a definitive
agreement with respect to a superior proposal, or (iii) the termination of the Purchase Agreement (a) by either party due to the failure
of the Closing to occur by the Outside Date, if a competing proposal was publicly announced after the date of the Purchase Agreement
and prior to such termination and was not publicly withdrawn prior to such termination, (b) by either party due to the failure to obtain
the Seller Stockholder Approval, if a competing proposal was publicly announced after the date of the Purchase Agreement and prior to
the stockholder vote and was not publicly withdrawn prior to the stockholder meeting, or (c) by the Company due to a breach by the Seller
of any of its representations, warranties, covenants or agreements under the Purchase Agreement that would result in the failure of a
closing condition and that is not cured within a specified period, in each case if a competing proposal was publicly announced after
the date of the Purchase Agreement and prior to such breach and was not publicly withdrawn prior to such termination (or, in the case
of the failure to obtain the Seller Stockholder Approval, prior to the stockholder meeting), and, in each case, within 12 months following
such termination, the Seller enters into a definitive agreement with respect to, or consummates, a competing transaction with respect
to such competing proposal. In addition, if the Purchase Agreement is terminated due to the failure to obtain the Seller Stockholder
Approval, or is otherwise terminated at a time when the Company could have terminated it on that basis, the Seller will be required to
reimburse the Company for its documented and reasonable out-of-pocket expenses, up to $2.5 million, which amount will be credited against
any termination fee subsequently payable (and no such reimbursement will be payable if the termination fee has previously been paid).
Notwithstanding any termination of the Purchase Agreement, each party remains liable to the other party for any willful breach of the
Purchase Agreement prior to such termination.
At
the Closing, the Company, the Seller and Rubric Capital Manager LP, as manager or sub-manager of certain funds and accounts (“Rubric”)
will enter into a Registration Rights Agreement, substantially in the form attached as an exhibit to the Purchase Agreement (the “Registration
Rights Agreement”), pursuant to which the Company will agree to file a registration statement covering the resale of the Stock
Consideration within 90 days following the Closing and use commercially reasonable efforts to cause such registration statement to become
effective within 60 days after such filing deadline (or earlier under certain circumstances as set forth in the Registration Rights Agreement).
The Registration Rights Agreement also provides the Seller and Rubric with certain rights to participate in underwritten shelf takedown
offerings, piggyback registrations and block trades subject to certain conditions.
Voting
and Support Agreement
On
November 8, 2026, the Company and the Seller entered into separate Voting and Support Agreements (the “Voting Agreements”)
with Rubric and funds managed by Velan Capital Investment Management LP, and each of the Seller’s directors and executive officers
(collectively, the “Supporting Stockholders”). Collectively, the Supporting Stockholders beneficially own approximately 22%
of the outstanding shares of the Seller’s common stock. Each Supporting Stockholder entered into its Voting Agreement solely in
its capacity as a stockholder of the Seller, and the Voting Agreements do not restrict the actions of any director or officer of the
Seller in his or her capacity as a director or officer of the Seller.
Each
Supporting Stockholder’s Voting Agreement generally requires that such Supporting Stockholder vote or cause to be voted all shares
of the Seller’s common stock owned by such Supporting Stockholder (i) in favor of the adoption of the Purchase Agreement and the
approval of the transactions contemplated thereby, any proposal to adjourn or postpone the stockholder meeting if there are not sufficient
votes to obtain the Seller Stockholder Approval, and any other matters necessary to obtain the Seller Stockholder Approval, and (ii)
against any competing proposal or competing transaction, any other action or agreement that would reasonably be expected to result in
the failure of a closing condition under the Purchase Agreement or a material breach of the Seller’s obligations under the Purchase
Agreement, and any other matter that would reasonably be expected to materially impede, frustrate, delay or interfere with the consummation
of the Asset Sale. No Supporting Stockholder is required to vote in favor of the Purchase Agreement as amended by any amendment entered
into without its consent that decreases the amount of, changes the form or terms of or delays the timing of payment or allocation of
any portion of the consideration payable under the Purchase Agreement (including the royalty and earn-out payments), imposes material
restrictions or additional material conditions on the consummation of the Asset Sale or the payment of such consideration, or is otherwise
materially adverse to such Supporting Stockholder or the Seller’s other stockholders (an “Adverse Amendment”). In addition,
until the termination of the Voting Agreements, each Voting Agreement restricts that Supporting Stockholder from transferring shares
of the Seller’s common stock owned by that Supporting Stockholder, subject to certain exceptions, and requires that Supporting
Stockholder to comply with the non-solicitation restrictions applicable to the Seller under the Purchase Agreement.
Generally,
each Voting Agreement will terminate upon the earliest to occur of (a) the Closing, (b) the termination of the Purchase Agreement in
accordance with its terms, (c) the entry into or adoption of an Adverse Amendment, (d) the mutual written agreement of the parties thereto
and (e) a change in the Seller Board’s recommendation in favor of the Asset Sale, provided that such change in recommendation is
made in compliance with the Seller’s obligations under the Purchase Agreement.
Seller
Governance Agreement
Concurrently
with the execution of the Purchase Agreement, the Company and the Seller entered into a Governance Agreement (the “Seller Governance
Agreement”), which will become effective as of, and contingent upon, the Closing. Pursuant to the Seller Governance Agreement,
for so long as the Seller beneficially owns at least 10% of the outstanding Common Stock, subject to certain adjustments, the Seller
will be entitled to designate one individual who qualifies as independent and is reasonably acceptable to the Board for appointment or
nomination to the Board. For so long as the Seller beneficially owns at least 1% of the outstanding Common Stock, the Seller has agreed
to cause its shares to be present for quorum purposes at meetings of the Company’s stockholders, and, for so long as the Seller
beneficially owns at least 5% of the outstanding Common Stock, the Seller has agreed to vote its shares of Common Stock in favor of the
Board’s director nominees and otherwise in accordance with the recommendation of the Board, subject to certain exceptions, and,
with respect to certain extraordinary transactions in the same proportion as the votes cast by the Company’s other stockholders,
other than the Seller and the Company’s directors and executive officers and their respective affiliates. The Seller Governance
Agreement also contains customary standstill provisions that apply until the Seller’s ownership falls below 1%, including a prohibition
on the Seller acquiring beneficial ownership of, or an aggregate economic or voting interest in, more than 19.9% of the outstanding Common
Stock, and prohibits the Seller from transferring the shares of Common Stock it receives as Stock Consideration for six months following
the Closing, subject to certain exceptions. Following the expiration of such lock-up period, the Seller may distribute such shares pro
rata to its stockholders, and the Seller’s open-market sales of Common Stock will be subject to certain volume limitations, which
limitations will terminate if the registration statement covering the resale of the Stock Consideration is not timely declared effective
or ceases to be available. The Seller has also agreed to restrictions on transfers to certain holders of more than 5% of the Common Stock,
and to customary confidentiality and non-disparagement covenants. The Seller Governance Agreement will terminate upon the earliest to
occur of (i) the third anniversary of the Closing, (ii) the consummation of a change of control of the Company, (iii) the first date
on which the Seller’s ownership of Common Stock falls below 1% and (iv) the mutual written agreement of the parties, and will automatically
terminate if the Purchase Agreement is terminated prior to the Closing.
Stockholder
Governance Agreement
Concurrently
with the execution of the Purchase Agreement, the Company entered into a Stockholder Governance Agreement (the “Stockholder Governance
Agreement”) with Rubric, which, except for certain provisions, will become effective as of, and contingent upon, the Closing. In
connection with the Asset Sale, the Seller and Rubric entered into an Exchange Agreement, dated November 8, 2026 (the “Exchange
Agreement”), pursuant to which the Seller will transfer a portion of the Stock Consideration to Rubric and the other purchasers
under the Note Purchase Agreement, dated as of August 8, 2025, among the Seller, Rubric, as agent, and such purchasers (the “Note
Purchase Agreement”), in satisfaction of the Seller’s obligations thereunder (the shares so transferred, the “Rubric
Stock Consideration”). Pursuant to the Stockholder Governance Agreement, Rubric, on behalf of itself and such purchasers, has consented
to the Asset Sale for all purposes under the Note Purchase Agreement and has acknowledged that the Company will not assume any obligations
thereunder. From the Closing until the earlier of the date on which all of the Rubric Stock Consideration has been transferred to Rubric
and December 31, 2027 (the “Final Exchange Date”), and thereafter for so long as Rubric beneficially owns at least 1% of
the outstanding Common Stock, Rubric has agreed to cause its shares to be present for quorum purposes at meetings of the Company’s
stockholders. Through the Final Exchange Date, and thereafter for so long as Rubric beneficially owns at least 5% of the outstanding
Common Stock, Rubric has agreed to vote its shares in favor of the Board’s director nominees and otherwise in accordance with the
Board’s recommendations, subject to certain exceptions, issues a differing recommendation and with respect to certain amendments
to the Company’s organizational documents that would adversely affect Rubric. Through the Final Exchange Date, and thereafter for
so long as Rubric beneficially owns at least 1% of the outstanding Common Stock, Rubric has agreed to vote its shares on any extraordinary
transaction in the same proportion as the votes cast by the Company’s other stockholders, other than Rubric and the Company’s
directors and executive officers and their respective affiliates, and to be subject to customary standstill provisions, including a prohibition
on acquiring beneficial ownership of, or an aggregate economic or voting interest in, more than 19.9% of the outstanding Common Stock.
The Stockholder Governance Agreement prohibits Rubric from transferring the Rubric Stock Consideration for six months following the Closing,
subject to certain exceptions. Following such lock-up period, Rubric’s open-market sales of Common Stock will be subject to certain
volume limitations, which limitations will terminate if the registration statement covering the resale of the Stock Consideration is
not timely declared effective or ceases to be available. Rubric has also agreed to restrictions on transfers to certain activist investors
and holders of more than 5% of the Common Stock, and to customary confidentiality and non-disparagement covenants. The Stockholder Governance
Agreement will terminate upon the earliest to occur of (i) the third anniversary of the Closing, (ii) the consummation of a change of
control of the Company, (iii) the first date after the Final Exchange Date on which Rubric’s ownership of Common Stock falls below
1% and (iv) the mutual written agreement of the parties, and will automatically terminate if the Purchase Agreement is terminated prior
to the Closing.
Loan
Agreement
On
November 8, 2026, CorMedix, certain subsidiaries of CorMedix party thereto as guarantors, BioPharma Credit PLC, as collateral agent,
and each of BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP, which are funds managed by Pharmakon Advisors, LP,
as lenders (the “Lenders”), entered into that certain loan agreement (the “Loan Agreement”), which provides for
a senior secured term loan facility in an aggregate principal amount of up to $150,000,000, consisting of two tranches: (i) a term loan
in an aggregate principal amount of $75,000,000 (the “Tranche A Loan”), the proceeds of which are to be used to fund the
Proposed Transaction, and (ii) a term loan in an aggregate principal amount of up to $75,000,000 (the “Tranche B Loan” and,
together with the Tranche A Loan, the “Term Loans”), the proceeds of which may be used to fund certain other acquisitions
or in-licensing transactions involving commercial-stage pharmaceutical products. The obligations of the Lenders to fund the Term Loans
are subject to the satisfaction of customary closing conditions and certain other conditions specified in the Loan Agreement.
The
Tranche A Loan is available to be funded on or prior to May 8, 2027, subject to the consummation of the Proposed Transaction and the
satisfaction of the applicable funding conditions. The Tranche B Loan may be funded either before or after the Tranche A Loan. If the
Tranche B Loan is funded before the Tranche A Loan, CorMedix must borrow between $50,000,000 and $75,000,000, so long as funded prior
to July 30, 2028, subject to the satisfaction of the applicable funding conditions.
Maturity
The
Term Loans mature on the fifth anniversary of the date on which the first Term Loan is funded (the “Maturity Date”), subject
to a springing earlier maturity if on the date that is ninety (90) days before the Maturity Date, (x) consolidated total gross leverage
of CorMedix and its subsidiaries exceeds 3.00x and (y) more than $25,000,000 of CorMedix’s 4.00% convertible senior notes due August
1, 2030 (the “2030 Convertible Notes”) remain outstanding (the “Maturity Date Acceleration Trigger”).
Interest
and Fees
The
Term Loans will bear interest at a rate equal to three-month Term SOFR, subject to a floor of 3.50%, plus 5.75% per annum. Interest on
the Term Loans will be payable quarterly in arrears. CorMedix will be required to make equal quarterly principal payments beginning on
the last day of the fiscal quarter ending on or immediately following the third anniversary of the initial funding date, with the remaining
outstanding principal balance due on the Maturity Date; provided that, if either of (x) CorMedix’s revenues from REZZAYO have equaled
or exceed $95,000,000 for the trailing twelve-month period ending September 30, 2029, or (y) the consolidated total gross leverage ratio
of CorMedix and its subsidiaries does not exceed 3.0x as of September 30, 2029, CorMedix may elect to defer the commencement of scheduled
principal amortization until the last day of the fiscal quarter ending on or immediately following the fourth anniversary of the initial
funding date. CorMedix will also be required to pay additional consideration equal to 1.5% of the principal amount of each Term Loan
upon the funding thereof.
Prepayments
CorMedix
may voluntarily prepay the Term Loans, in whole or in part, subject to certain minimum prepayment amounts and notice requirements. The
Loan Agreement also contains certain mandatory prepayment provisions upon the occurrence of certain events, including a change in control
of CorMedix and certain prepayments, repurchases or redemptions of the 2030 Convertible Notes, subject to specified exceptions. Certain
prepayments of the Term Loans will be required to be accompanied by a make-whole amount if made prior to the second anniversary of the
funding date of the applicable Term Loan. The make-whole amount does not apply if such payment occurs as a result of the acceleration
of the Maturity Date upon the occurrence of the Maturity Date Acceleration Trigger. Certain prepayments of the Term Loans will be subject
to a prepayment premium equal to 3.0% of the principal amount prepaid prior to the third anniversary of the applicable funding date,
2.0% on or after the third anniversary but prior to the fourth anniversary, and 1.0% thereafter and prior to the Maturity Date.
Guarantees
All
obligations under the Loan Agreement are unconditionally guaranteed jointly and severally, by: (a) CorMedix and (b) substantially all
of the direct and indirect wholly owned subsidiaries of CorMedix, other than certain excluded subsidiaries (collectively, the “Guarantors”).
Security
Subject
to certain limitations, the Term Loans are secured on a first priority basis by: (a) a perfected security interest in the equity interests
of each direct and indirect subsidiary of CorMedix and each Guarantor under the Term Loans (subject to certain customary exceptions)
and (b) perfected security interests in, and mortgages on, substantially all tangible and intangible personal property and real property
of CorMedix and each of the Guarantors with a fair market value of over $5,000,000 under the Term Loans, subject, in each case, to certain
exceptions.
Certain
Covenants, Representations and Warranties, and Events of Default
The
Loan Agreement contains certain affirmative and restrictive covenants, representations and warranties and events of default that are
customary for financings of this type. CorMedix and any of its future subsidiaries are bound by certain affirmative covenants setting
forth actions that are required during the term of the Loan Agreement, including, without limitation covenants relating to the maintenance
of CorMedix’s existence, delivery of financial statements and other information, maintenance of insurance, compliance with applicable
laws, protection of intellectual property, maintenance of regulatory approvals, and maintenance of manufacturing capacity for certain
products. Additionally, CorMedix and any of its future subsidiaries are bound by certain restrictive covenants setting forth actions
that are not permitted to be taken during the term of the Loan Agreement, including, without limitation, incurring additional indebtedness,
creating liens, disposing of assets, making investments and acquisitions, paying dividends or making other distributions, merging or
consolidating with other entities, and entering into certain transactions involving royalty arrangements or other financing obligations.
The Loan Agreement also contains certain events of default, including with respect to the failure to make payments under the Term Loans,
cross default, certain bankruptcy and insolvency events, the occurrence of a material adverse change and certain events relating to the
withdrawal of regulatory approvals for specified pharmaceutical products.
The
Loan Agreement does not contain any financial covenants.
The
foregoing descriptions of the Purchase Agreement, the Voting Agreements, the Seller Governance Agreement, the Stockholder Governance
Agreement and the Loan Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified
in their entirety by, the full texts of the Purchase Agreement, the form of Voting Agreement, the Seller Governance Agreement, the Stockholder
Governance Agreement and the Loan Agreement, copies of which are attached hereto as Exhibits 2.1, 10.1, 10.2, 10.3 and 10.4, respectively,
and are incorporated herein by reference. The Purchase Agreement has been included as an exhibit hereto solely to provide investors and
stockholders with information regarding its terms. It is not intended to provide any other factual information about the Company or the
Seller. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase
Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement, may be subject to qualifications
and limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of
allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are
not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the Company or the Seller. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in the parties’ public disclosures.
Item
2.03 Creation of a Direct Financial Obligation.
The
information set forth in Item 1.01 with respect to the Loan Agreement is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Stock Consideration and the earn-out payments is
incorporated by reference into this Item 3.02. The shares of Common Stock to be issued as Stock Consideration, and any shares of
Common Stock issued in satisfaction of the earn-out payments, will be issued in reliance upon the exemption from registration provided
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction by an issuer not involving
a public offering.
Item
7.01 Regulation FD Disclosure.
On
November 9, 2026, the Company and the Seller issued a joint press release announcing the execution of the Purchase Agreement. A copy
of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and 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 or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Additional
Information and Where to Find It
In
connection with the proposed transaction by CorMedix to purchase substantially all of the assets of Heron (the “Proposed Transaction”),
Heron intends to file with the SEC a proxy statement on Schedule 14A. Each of CorMedix and Heron may also file other relevant documents
with the SEC regarding the Proposed Transaction. This Current Report on Form 8-K is not a substitute for the proxy statement or any other
document that Heron may file with the SEC. Heron will mail the definitive proxy statement to its stockholders. INVESTORS AND STOCKHOLDERS
ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER 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 TRANSACTION. 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/
and Heron’s investor relations website at https://ir.herontx.com/.
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 Transaction. 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 Transaction 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.
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 Transaction 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.
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 Transaction;
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 Transaction, including expected synergies, diversification
of revenue base and the expectation that the Proposed Transaction will be accretive to earnings; statements regarding product strategy,
growth and label expansion opportunities; development and expectations of CorMedix’s and Heron’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; estimates of total addressable market size; and Heron’s
plans following the closing, including its expectation to remain a publicly traded company.
These
statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially,
including: Heron’s failure to obtain 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 or
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 or Heron’s stock price may decline if the Proposed Transaction
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 Transaction, and diversion of management’s attention; restrictions on the conduct of Heron’s business while
the Proposed Transaction is pending; unexpected costs, liabilities or delays relating to the Proposed Transaction 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 Transaction; uncertainty about CorMedix’s or Heron’s business,
operations and strategy after the consummation of the Proposed Transaction, including (i) the risk that Heron may not identify, pursue
or complete an acquisition of, or investment in, another business, (ii) the risk that Heron may not find opportunities to utilize its
NOLs after the consummation of the Proposed Transaction or that its ability to use its NOLs may be limited or lost, (iii) Heron’s
plans with respect to shares of CorMedix common stock received by Heron as consideration in the Proposed Transaction, including uncertainty
and timing of any sales, transfers or other distributions of such shares, (iv) the risk that the value of CorMedix common stock received
by Heron as consideration in the Proposed Transaction may decline and that Heron may be unable to sell or otherwise monetize such shares
when or at the price it expects and (v) Heron’s lack of operating revenues or material operations following the closing, the risk
that Heron may not regain or maintain compliance with Nasdaq’s continued listing requirements, and the risk that Heron may be deemed
an investment company under the Investment Company Act of 1940; and the other risks described in the periodic reports filed by CorMedix
and Heron with the Securities and Exchange Commission (“SEC”), including their 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 and Heron, as applicable. 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 neither CorMedix nor Heron undertakes any obligation to update them, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 2.1* |
|
Asset Purchase Agreement, dated November 8, 2026, by and between Heron Therapeutics, Inc. and CorMedix Inc. |
| 10.1 |
|
Form of Voting and Support Agreement, by and among Heron Therapeutics, Inc., CorMedix Inc. and certain stockholders of Heron Therapeutics, Inc. |
| 10.2 |
|
Seller Governance Agreement, dated November 8, 2026, by and between CorMedix Inc. and Heron Therapeutics, Inc. |
| 10.3 |
|
Stockholder Governance Agreement, dated November 8, 2026, by and between CorMedix Inc. and Rubric Capital Management LP. |
| 10.4* |
|
Loan Agreement, dated November 8, 2026, by and among CorMedix Inc., certain subsidiaries of CorMedix party thereto as guarantors, BioPharma Credit PLC, BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP. |
| 99.1 |
|
Press Release, dated November 9, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document). |
| * | Certain
schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish
copies of any such schedules and exhibits to the U.S. Securities and Exchange Commission upon request; however, the registrant may request
confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules so furnished. |
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 9, 2026 |
/s/
Joseph Todisco |
| |
Joseph Todisco |
| |
Chief Executive Officer |
Exhibit 99.1
CorMedix Therapeutics to Acquire Substantially
All Assets of Heron Therapeutics, Expanding Its Portfolio of Products Used in Institutional Settings of Care
Adds four commercial-stage products —
ZYNRELEF®, APONVIE®, CINVANTI® and SUSTOL® — to CorMedix’s hospital-
and acute-care-focused commercial platform
Upfront consideration consisting of $145 million
in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock
Additional consideration of up to $55 million
in earn-out payments to Heron tied to calendar year 2028 ZYNRELEF net sales plus a royalty on net sales of certain products above a sales
threshold
Transaction expected to be immediately accretive
to CorMedix earnings and free cash flow, as well as estimated to generate $45-$60 million in near-term total operating cost synergies
CorMedix entered into a new senior secured term
loan facility with funds managed by Pharmakon Advisors and will draw $75 million of non-dilutive financing to support the transaction
Heron to remain a publicly traded company with
its credit facility repaid, a significant position in CorMedix common stock and rights to earn-out and royalty payments
Transaction expected to close in the first quarter
of 2027, subject to regulatory clearance and approval by Heron stockholders and other customary closing conditions
CorMedix to host a conference call and webcast
today at 4:30 p.m. Eastern Time
PARSIPPANY, N.J. and CARY, N.C., November 9,
2026 — CorMedix Therapeutics (Nasdaq: CRMD) (“CorMedix”) and Heron Therapeutics, Inc. (Nasdaq: HRTX) (“Heron”)
today announced that they have entered into a definitive asset purchase agreement (the “Agreement”) under which CorMedix will
acquire substantially all of the assets of Heron, and assume certain of Heron’s liabilities, for upfront consideration consisting of $145
million in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock, plus up to $55 million
in contingent earn-out payments and royalties on net sales of certain Heron products. The transaction has been unanimously approved by
the Boards of Directors of both companies.
The acquisition adds four commercial-stage products
to CorMedix’s portfolio: ZYNRELEF (bupivacaine and meloxicam) extended-release solution for postoperative pain; APONVIE (aprepitant) injectable
emulsion for the prevention of postoperative nausea and vomiting; CINVANTI (aprepitant) injectable emulsion and SUSTOL (granisetron) extended-release
injection for the prevention of chemotherapy-induced nausea and vomiting. Each is administered in hospitals, ambulatory surgical centers
or infusion centers — the institutional settings of care where CorMedix has built its commercial infrastructure. The transaction
also includes the assumption of Heron’s rights with respect to products covered by Heron’s multi-product Development and License
Agreement.
Management Commentary
“This acquisition is a meaningful step forward
in our strategy to build a diversified portfolio of products used in institutional settings of care, which creates substantial value for
CorMedix shareholders,” said Joseph Todisco, Chairman & Chief Executive Officer of CorMedix. “Heron’s products are a natural
fit for the commercial platform we have built, and we see ZYNRELEF in particular as an asset with significant untapped potential as hospitals
and surgery centers increasingly adopt non-opioid approaches to postsurgical pain. We expect to realize $45-$60 million in operating cost
synergies by leveraging our existing infrastructure, and we have structured this transaction in a manner which will be immediately accretive
to earnings and free cash flow. Importantly, the Pharmakon facility gives us an efficient source of non-dilutive capital to fund this
transaction while preserving dry powder for additional growth-oriented business development opportunities, including the flexibility of
a second $75 million tranche to fund further growth.”
“Following a thorough review of strategic
alternatives, our Board concluded that this transaction offers the most compelling path forward for Heron stockholders,” said Craig
Collard, Chief Executive Officer of Heron. “The transaction provides substantial consideration through a combination of cash, CorMedix
stock and earn-out payments, enabling Heron to complete the repayment of its outstanding credit facility with Hercules and become a significant
stockholder of a company we believe is well-positioned for future growth and value creation. In addition, the earn-out and royalties provide
the opportunity for Heron and our stockholders to further benefit from the success of the products our team has built. I am deeply grateful
to the entire Heron team for their hard work advancing the standard of care for patients, and I believe that CorMedix has the scale, financial
strength and institutional commercial focus to accelerate the growth of ZYNRELEF and APONVIE and to help ensure that CINVANTI continues
to reach the patients who rely on it.”
Transaction Terms
Under the terms of the Agreement, CorMedix will
pay upfront consideration consisting of $145 million in cash, subject to customary purchase price adjustments, and issue 14,583,333 shares
of CorMedix common stock. 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; it will not be adjusted for changes in CorMedix’s share price prior to closing. Based
on the closing price of CorMedix common stock of $5.32 on November 6, 2026, the stock consideration has a value of approximately $77.6
million, and the upfront consideration has an aggregate value of approximately $222.6 million.
In addition to the upfront consideration, Heron
will be eligible to receive:
| ● | Total earn-out payments of up to $55 million: $25 million if ZYNRELEF net sales equal or exceed $65 million for calendar year
2028, plus an additional $30 million if ZYNRELEF net sales equal or exceed $95 million for calendar year 2028; and |
| ● | A 5% royalty on the portion of combined annual net sales of CINVANTI, SUSTOL and the products covered by Heron’s multi-product
Development and License Agreement which exceed $25 million in calendar year 2027, calendar year 2028 and calendar year 2029. |
In connection with the transaction, Rubric Capital
Management LP (“Rubric”), the holder of Heron’s senior unsecured convertible notes due 2031, has agreed to exchange this
debt, consisting of $35.0 million in aggregate principal amount of such notes plus accrued and unpaid interest (approximately $37.8 million
in the aggregate as of September 30, 2026), for shares of CorMedix common stock received by Heron (the “Exchange”). This Exchange
between Heron and Rubric is expected to occur in four quarterly tranches following the closing, subject to the terms and conditions of
the exchange agreement.
Both Heron and Rubric have entered into respective
governance agreements with CorMedix, wherein Heron shall have the right to name one new member to the CorMedix Board of Directors for
so long as Heron continues to hold at least 10% of the outstanding shares of CorMedix and where each of Heron and Rubric have agreed to
prohibitions on certain conduct and limitations on trading in CorMedix shares.
The transaction is subject to approval by Heron
stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, and other customary closing conditions. The transaction is not subject to any financing contingency and is expected to close in
the first quarter of 2027.
In connection with the transaction, certain Heron
stockholders holding approximately 22% of Heron’s outstanding common stock, including Rubric, have entered into voting agreements
with Heron and CorMedix pursuant to which they have agreed to vote their shares in favor of the transaction.
Strategic Rationale
The acquisition advances CorMedix’s strategy of
expanding its portfolio with differentiated products used in institutional settings of care. Following its acquisition of Melinta Therapeutics,
CorMedix has assembled a commercial organization focused on hospitals, infusion centers, dialysis clinics and other institutional settings
of care. The Heron portfolio is highly complementary to this footprint, sharing overlapping call points across hospital pharmacy and therapeutics
committees, group purchasing organizations, integrated delivery networks and ambulatory surgical centers.
| ● | Scale and diversification: Adds an established revenue base of approximately $150 million on September
30, 2026, trailing twelve-month net product revenue across acute care and oncology supportive care, further broadening CorMedix’s revenue
mix. |
| ● | Commercial and operational leverage: Deploys Heron’s products through CorMedix’s existing
institutional commercial, market access, medical affairs and supply chain infrastructure, driving the $45–$60 million in total expected
operating cost synergies. |
| ● | Growth from the acute care franchise: ZYNRELEF and APONVIE represent the fastest-growing products
in the Heron portfolio and are positioned for continued expansion in the hospital and ambulatory surgical center settings. |
| ● | Expanded hematology/oncology presence: CINVANTI, SUSTOL and products covered by Heron’s multi-product
Development and License Agreement complement CorMedix’s emerging position in the space with REZZAYO® (rezafungin for injection),
which is currently indicated for treating candidemia and invasive candidiasis and in development for prophylaxis of invasive fungal disease
in allogeneic stem cell transplant patients. |
Expected Pro Forma Financial Profile and Financing1
CorMedix expects the transaction to be immediately
accretive to earnings and free cash flow upon closing and to generate operating cost synergies of an estimated $45-$60 million on an annualized
run-rate basis by year-end 2027, driven primarily by the elimination of redundant commercial, general and administrative, and public company
expenses.
CorMedix expects pro forma 2026 estimated revenue
for the combined business to be $465-$490 million. In addition, CorMedix expects the acquired Heron assets to generate approximately $125–150
million of estimated pro forma revenue in 2027.
Concurrent with the signing of the Agreement,
CorMedix entered into a new $150 million senior secured term loan facility with funds managed by Pharmakon Advisors, LP (“Pharmakon”).
Under the facility, CorMedix expects to draw $75 million at the closing of the Heron asset acquisition, and an additional $75 million
tranche may be drawn at CorMedix’s discretion through June 30, 2028 to support future business development transactions.
| 1 | The pro forma results and the non-GAAP measures were prepared
by combining the estimated financial results of CorMedix and Heron without further adjustment. As such, the foregoing includes non- GAAP
financial measures. CorMedix has not provided a reconciliation of the applicable non-GAAP measures to the most directly comparable GAAP
measures because certain items excluded from GAAP cannot be reasonably calculated or predicted at this time. Accordingly, a quantitative
reconciliation is not available without unreasonable effort. |
Pharmakon Advisors, LP is a leading investor in
non-dilutive debt for the life sciences industry and serves as the investment manager for the BioPharma Credit funds. Established in 2009,
funds managed by Pharmakon Advisors have committed $12.9 billion across 82 investments.
Key terms of the asset purchase agreement with
Heron, the loan facility and other agreements referenced herein will be described in a Current Report on Form 8-K to be filed by CorMedix
with the Securities and Exchange Commission.
Heron Commentary
Following the closing, Heron will exit the operation
of its current biotechnology business and other historical operations, but it does not intend to liquidate and will remain a publicly
traded company. Heron will retain significant federal and state net operating loss carryforwards (approximately $2.3 billion as of September
30, 2026), certain other tax attributes and other material assets, including the shares of CorMedix common stock issued to Heron, the
right to receive future royalties and earn-out payments, and cash on hand. Following the closing, the Heron Board of Directors intends
to actively evaluate various strategic transactions and opportunities for the use of the proceeds of the transaction, including acquiring
or investing in additional businesses or assets, which may or may not be pharmaceutical or biotechnology businesses or assets. Such opportunities
may include, but are not limited to, the acquisition of products, product candidates, milestone payments and royalty streams, programs
or technologies as well as pursuing strategic alliances, joint ventures, investments in complementary businesses, out-licensing and in-licensing
agreements, divestitures or other transactions. It is currently uncertain what businesses or assets Heron may acquire or invest in following
the closing of the transaction, and the Heron Board of Directors intends to evaluate opportunities to create value for the benefit of
stockholders.
Key terms of the asset purchase agreement with
CorMedix and other agreements referenced herein will be described in a Current Report on Form 8-K to be filed by Heron with the Securities
and Exchange Commission.
Third Quarter 2026 Financial Results
CorMedix will report third quarter 2026 financial results on November
12, 2026. Please refer to CorMedix’s press release issued here to register and for more information.
Heron reports its third quarter 2026 financial results today, November
9, 2026. In light of the transaction with CorMedix, Heron will not hold an associated conference call.
Advisors
Moelis & Company LLC is serving as exclusive
financial and financing advisor to CorMedix, and Willkie Farr & Gallagher LLP is serving as legal counsel. Leerink Partners is serving
as exclusive financial advisor to Heron, and DLA Piper LLP (US) is serving as legal counsel.
Conference Call and Webcast
CorMedix will host a conference call and webcast
today at 4:30 p.m. EST to discuss the transaction. To participate by telephone, please see information listed below. The live webcast
will also be available on the Presentations and Events page within the Investors section of the CorMedix website at https://www.cormedix.com.
A replay will be available on the CorMedix website following the call.
Investor Call Information: Monday, November 9th
at 4:30 p.m. EST
| Domestic: |
1-800-715-9871 |
| International: |
1-646-307-1963 |
| Webcast: |
Webcast Link |
About CorMedix
CorMedix Therapeutics is a biopharmaceutical company
focused on developing and commercializing therapeutic products for the prevention and treatment of life-threatening conditions and diseases
in the United States. CorMedix is focused on selling and marketing products in institutional care settings in the U.S. and has field-based
medical and commercial infrastructure deployed in hospitals, clinics and infusion centers. For more information visit: www.cormedix.com.
About Heron Therapeutics
Heron Therapeutics, Inc. is a commercial-stage
biotechnology company focused on improving the lives of patients by developing and commercializing therapeutic innovations that improve
medical care. Our advanced science, patented technologies, and innovative approach to drug discovery and development have allowed us to
create and commercialize a portfolio of products that aim to advance the standard-of-care for acute care and oncology patients. For more
information, visit www.herontx.com.
Forward-Looking Statements
This press release 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 statements of historical facts, should be considered forward-looking statements, including, but
not limited to, statements regarding the proposed transaction by CorMedix to purchase substantially all of the assets of Heron (the “Proposed
Transaction”); 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 Transaction, including expected synergies,
diversification of revenue base and the expectation that the Proposed Transaction will be accretive to earnings; statements regarding
product strategy, growth and label expansion opportunities; development and expectations of CorMedix’s and Heron’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; estimates of total addressable
market size; and Heron’s plans following the closing, including its expectation to remain a publicly traded company.
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 or Heron’s stock price may decline if the Proposed Transaction 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 Transaction, and diversion
of management’s attention; restrictions on the conduct of Heron’s business while the Proposed Transaction is pending; unexpected costs,
liabilities or delays relating to the Proposed Transaction 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
Transaction; uncertainty about CorMedix’s or Heron’s business, operations and strategy after the consummation of the Proposed
Transaction, including (i) the risk that Heron may not identify, pursue or complete an acquisition of, or investment in, another business,
(ii) the risk that Heron may not find opportunities to utilize its NOLs after the consummation of the Proposed Transaction or that its
ability to use its NOLs may be limited or lost, (iii) Heron’s plans with respect to shares of CorMedix common stock received by Heron
as consideration in the Proposed Transaction, including uncertainty and timing of any sales, transfers or other distributions of such
shares, (iv) the risk that the value of CorMedix common stock received by Heron as consideration in the Proposed Transaction may decline
and that Heron may be unable to sell or otherwise monetize such shares when or at the price it expects and (v) Heron’s lack of operating
revenues or material operations following the closing, the risk that Heron may not regain or maintain compliance with Nasdaq’s continued
listing requirements, and the risk that Heron may be deemed an investment company under the Investment Company Act of 1940; and the other
risks described in the periodic reports filed by CorMedix and Heron with the Securities and Exchange Commission (“SEC”), including
their 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 and Heron, as applicable. 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 press release, and neither CorMedix nor Heron undertakes any obligation to update them, except
as required by law.
Non-GAAP Financial Information
This press release includes financial measures
that do not conform to generally accepted accounting principles (“GAAP”). These measures should not be viewed as an alternative
to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures provided by other companies.
CorMedix does not provide reconciliations for non-GAAP estimates on a forward-looking basis when it is unable to provide a meaningful
or accurate calculation or estimation of reconciling items or the information is not available without unreasonable effort. This is due
to the inherent difficulty of forecasting the timing and amount of various items that have not yet occurred, are out of CorMedix’s
control and/or cannot be reasonably predicted. For the same reasons, CorMedix is unable to address the probable significance of the unavailable
information.
Additional Information and Where to Find It
In connection with the Proposed Transaction, Heron
intends to file with the SEC a proxy statement on Schedule 14A. Each of CorMedix and Heron may also file other relevant documents with
the SEC regarding the Proposed Transaction. This press release is not a substitute for the proxy statement or any other document that
Heron may file with the SEC. Heron will mail the definitive proxy statement to its stockholders. INVESTORS AND STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT AND ANY OTHER 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 TRANSACTION. 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 relations website at https://cormedix.com/investors/
and Heron’s investor relations website at https://ir.herontx.com/.
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 Transaction. 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 Transaction 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.
No Offer or Solicitation
This press release 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 Transaction 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.
Contacts
CorMedix —
Investors:
Dan Ferry
Managing Director
LifeSci Advisors
daniel@lifesciadvisors.com
(617) 430-7576
Heron Therapeutics —
Investor Relations and Media:
Ira Duarte
Executive Vice President, Chief Financial Officer
Heron Therapeutics, Inc.
iduarte@herontx.com
858-251-4400
