Heron Therapeutics Inc SEC Filings

Heron Therapeutics (HRTX) reported an insider equity change. EVP & Chief Development Officer William P. Forbes acquired 3,874 shares of common stock on 10/19/2025 via the conversion of restricted stock units (transaction code M). Following this event, he directly owns 154,509 shares of common stock. The filing also lists 34,869 derivative securities remaining as restricted stock units. Each RSU equals one share, and the RSUs vest in 16 equal quarterly installments beginning one quarter after 01/19/2024.

Heron Therapeutics (HRTX) reported an insider equity change by EVP & CFO Ira Duarte on 10/19/2025. A tranche of 3,874 shares of common stock was acquired upon the vesting/settlement of restricted stock units, reflected as a transaction code M.

Following the transaction, Duarte directly beneficially owns 168,092 shares of common stock and 34,869 RSUs. Each RSU represents the right to receive one share of common stock. The RSUs vest in 16 equal quarterly installments beginning one quarter after the grant date of 01/19/2024.

Heron Therapeutics (HRTX) reported an insider equity change by CEO and Director Craig Collard. On 10/19/2025, 13,797 restricted stock units (RSUs) were converted to common stock via transaction code M, resulting in the acquisition of 13,797 shares at $0 per RSU. Following the transaction, 488,335 common shares were beneficially owned directly. The filing notes the RSUs vest in 16 equal quarterly installments beginning one quarter after 01/19/2024. After this event, 124,172 RSUs were directly held.

Heron Therapeutics (HRTX) — insider activity reported. Rubric Capital Management LP and David Rosen filed a Form 4. On 10/15/2025, 94,610 Series A preferred shares automatically converted into 946,100 common shares at a $1.50 conversion price. After this, 30,046,828 common shares were beneficially owned indirectly.

The filing also lists $35,000,000 of Convertible Senior Unsecured Notes, convertible after December 31, 2025, maturing on March 1, 2031, with a conversion rate of 555.5556 per $1,000 principal and 5.0% cash interest (with a right to pay certain interest in new notes at 7.0% before September 1, 2026).

Heron Therapeutics reported that stockholders approved two proposals at a Special Meeting held on October 13, 2025, authorizing potential issuances of common stock tied to previously issued convertible securities under Nasdaq Listing Rule 5635(d).

Proposal 1 permits issuance of common stock upon conversion, at the option of the holder, of the Company’s convertible senior unsecured promissory notes due 2031, which could, under certain future circumstances, exceed 19.99% of pre‑issuance shares. It passed with 89,632,206 votes for, 5,575,457 against, and 218,161 abstain. Proposal 2 permits issuance upon the automatic conversion of Series A Convertible Preferred Stock, with the same 19.99% threshold context, passing with 91,534,602 for, 3,672,091 against, and 219,131 abstain.

Stockholders of record on September 11, 2025 were eligible to vote. As of that date, 183,314,409 common shares were outstanding. A quorum of 95,425,824 shares was represented at the meeting.

Heron Therapeutics is soliciting shareholder approval at a Special Meeting to permit the issuance of common stock that may result from conversions of two securities and could, in certain future circumstances, exceed 19.99% of outstanding common stock prior to such issuances. The meeting will be held virtually on October 13, 2025, and proxy materials and the 2024 Annual Report will be available and mailed on or about September 19, 2025. Proposal 1 seeks approval under Nasdaq Rule 5635(d) for shares issuable upon conversion of convertible senior unsecured promissory notes due 2031 held by several non-affiliated purchasers. Proposal 2 seeks approval under the same rule for shares issuable upon conversion of the Company’s Series A Convertible Preferred Stock held by several non-affiliated holders. Both proposals are classified as non-routine, and broker non-votes are expected. Voting instructions include internet, telephone, and mail options with a proxy cut-off of 11:59 p.m. Eastern Time on October 12, 2025.

Heron Therapeutics (HRTX) outlines a wide range of commercial, regulatory, intellectual property, manufacturing, litigation, financing and operational risks related to its marketed products ZYNRELEF, APONVIE, CINVANTI and SUSTOL and its product candidates and technologies, including its Biochronomer drug delivery platform. The filing highlights dependencies on successful commercialization in the U.S., pricing and reimbursement, co-promotion arrangements (including CrossLink Network), manufacturing partners, timely completion of clinical trials, regulatory approvals and postmarketing obligations, and outcomes of pending patent litigation.

The document also describes risks tied to capital requirements and access to financing, macroeconomic and geopolitical events, potential actions by depositaries for global securities, and takeover-related scenarios and corporate governance mechanics that could affect control. Specific SEC filings and registration statements are referenced as incorporated by reference for additional detail.

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.