Heron Therapeutics Inc SEC Filings

Heron Therapeutics filed an S-3 shelf registration describing potential resale methods for securities, anti-takeover related provisions, and documents incorporated by reference. The filing lists numerous permitted methods of sale including ordinary brokerage transactions, block trades, principal purchases and resales, privately negotiated transactions, short sales, option or hedging transactions, agreements with broker-dealers, exchange distributions, and other lawful methods. It describes circumstances that except an "interested stockholder" from certain restrictions if the board approved the transaction, the purchaser acquires at least 85% of voting stock in the transaction, or the business combination is approved by a two-thirds stockholder vote. The filing incorporates by reference the company's Annual Report for year ended December 31, 2024 and Quarterly Reports for March 31, 2025 and June 30, 2025, specified proxy and current reports, and descriptions of Common Stock and Series B Preferred Stock in prior Form 8-A filings.

Heron Therapeutics (HRTX) is holding a virtual Special Meeting to seek shareholder approval for two Nasdaq Rule 5635(d) waivers that would permit the issuance of Common Stock upon conversion of certain instruments. Proposal 1 asks shareholders to approve issuance of shares upon conversion of convertible senior unsecured promissory notes due 2031 held by non-affiliated purchasers; Proposal 2 asks approval for issuance of shares upon conversion of the Company’s Series A Convertible Preferred Stock held by non-affiliated holders. In both cases the conversion could, under certain future circumstances, result in issuances that exceed 19.99% of outstanding Common Stock prior to such issuances. The meeting is virtual and requires a 16-digit control number to vote electronically; broker non-votes are expected for these non-routine matters.

Rubric Capital disclosed a 17.5% economic and voting stake in Heron Therapeutics (HRTX), holding 29,100,728 shares out of 166,517,025 outstanding shares. Rubric purchased 2,387,225 common shares at $1.50 per share and holds 94,610 Series A Convertible Preferred Shares that convert into 946,100 common shares at an initial conversion price of $1.50. Rubric Funds also purchased $35,000,000 aggregate principal amount of convertible senior unsecured notes for $33,250,000, with a five-year term, a 5% original-issue discount, and cash interest of 5% per year; the notes carry a conversion right at 555.5556 shares per $1,000 principal.

The conversions of the preferred shares and the notes are subject to stockholder approval and a 19.99% beneficial ownership limitation. Rubric entered a Cooperation Agreement that provides for a board nominee to be appointed and fixes the board size at seven during the cooperation period, alongside customary standstill and voting commitments. The filing discloses aggregate purchase prices and resale registration and proxy-related commitments by the issuer.

Heron Therapeutics insider transaction and financing. Rubric Capital Management LP and David Rosen acquired 2,387,225 shares of Heron Therapeutics common stock at $1.50 per share on 08/08/2025, increasing the Rubric Vehicles' indirect beneficial ownership to 29,100,728 shares. The filing shows the same group subscribed for $35,000,000 of Convertible Senior Unsecured Promissory Notes bearing cash interest at 5.0% per year and convertible at an initial rate of 555.5556 shares per $1,000 principal, subject to adjustment.

Rubric also received 94,610 Series A Convertible Preferred Shares, which convert into 946,100 common shares at an initial conversion price of $1.50 upon required stockholder approval under Nasdaq rules. The Notes become convertible after required stockholder approval or December 31, 2025 and mature on the fifth anniversary of the closing scheduled for August 12, 2025. Rubric and Mr. Rosen disclaim beneficial ownership except to the extent of pecuniary interest.

Heron Therapeutics reported a private placement under a Securities Purchase Agreement through which Velan Capital Master Fund LP purchased both Common Stock and Series A Convertible Preferred Stock. Velan Master bought 70,012 shares of Series A Preferred (convertible at $1.50 per share, equal to 700,120 underlying common shares) and participated in a common stock purchase at $1.50 per share. The transaction closed pursuant to the SPA and the reporting shows Velan Master’s indirect beneficial ownership as 8,753,290 shares following the transactions, while the reporting person recorded a disposition of 69,777 shares. The Series A Preferred will automatically convert into Common Stock upon the specified stockholder approval, subject to an ownership cap that prevents Velan Master from owning more than 4.99% of outstanding common stock unless increased with notice.

Heron Therapeutics, Inc. entered into a cooperation agreement with Rubric Capital Management to expand its board from six to seven directors and to include a Rubric-nominated director in the company’s slate for the 2026 annual meeting, together with standstill and mutual non-disparagement provisions. The company also adopted a Certificate of Designation creating 524,141 shares of Series A Convertible Preferred Stock with a stated value of $15.00 per share, convertible at $1.50 per share upon stockholder approval and subject to a beneficial ownership limitation generally set at 4.99% (adjustable up to 19.99%).

The company completed a package of refinancing transactions that restructure its capital: it increased secured term loan capacity to $150.0 million with $110.0 million funded on closing, exchanged $25.0 million of existing convertible notes for 16,666,666 common shares and repaid the remaining $125.0 million of those notes in cash, issued $35.0 million of new convertible notes for $33.25 million, and completed a private placement of 13,225,227 common shares plus the Series A preferred (which converts into 5,241,410 common shares at $1.50) for approximately $27.7 million. These actions materially change the company’s debt profile and equity base.

Heron Therapeutics (HRTX) entered a Framework Agreement with Patheon Austria GmbH & Co KG under which Patheon will manufacture and supply specified quantities of certain products and continue ongoing stability studies and warehousing services. The Company has committed to purchase 38,400 kg of Products through December 31, 2026. The Framework Agreement also terminates certain prior agreements and historical obligations between the parties and amends a previously executed Manufacturing and Supply Agreement to govern ongoing manufacturing and stability-study terms.

The company states the description is summary in nature and plans to file the full Framework Agreement as an exhibit to its Quarterly Report for the fiscal quarter ending September 30, 2025.