HRTX holders back conversion issuances: 89.6M & 91.5M votes for

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Shareholders cleared potential conversion-related issuances; impact depends on future conversions.

The approvals under Nasdaq Rule 5635(d) allow common stock to be issued upon conversion of convertible notes due 2031 and the automatic conversion of Series A Convertible Preferred Stock. The language permits outcomes that could exceed 19.99% of pre-issuance shares, satisfying exchange rules for significant issuances tied to these instruments.

These votes do not trigger immediate issuance; any effect depends on holder conversion decisions and applicable terms. The strong support (e.g., 89.6M–91.5M votes for) suggests broad authorization, but potential dilution would occur only if conversions happen per the instruments’ conditions.

0000818033false00008180332025-10-152025-10-15

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): October 15, 2025

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-33221		94-2875566
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Regency Forest Drive, Suite 300, Cary, NC		27518
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (858) 251-4400

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, par value $0.01 per share		HRTX		The Nasdaq Capital 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 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Stockholders’ Meeting (the “Special Meeting”)of Heron Therapeutics, Inc. (the “Company”) held on October 13, 2025, the Company’s stockholders voted on two proposals, including: (1) to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) in connection with the conversion, at the option of the holder, of convertible senior unsecured promissory notes due 2031 held by several non-affiliated purchasers, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company’s Common Stock issued and outstanding prior to such issuance; and (2) to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company’s Common Stock in connection with the automatic conversion of the Company’s Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Convertible Preferred Stock”) held by several non-affiliated holders, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company’s Common Stock issued and outstanding prior to such issuance.

Only stockholders of record as of the close of business on September 11, 2025 (the “Record Date”) were entitled to vote at the Special Meeting. As of the Record Date, 183,314,409 shares of common stock of the Company were outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 95,425,824 shares of common stock of the Company were represented in person and by proxy, constituting a quorum for the Special Meeting.

The votes with respect to each of the two proposals voted on at the Special Meeting are set forth below:

Proposal 1: The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company’s Common Stock in connection with the conversion, at the option of the holder, of convertible senior unsecured promissory notes due 2031 held by several non-affiliated purchasers, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company’s Common Stock issued and outstanding prior to such issuance:

For		Against		Abstain		Broker Non-Votes
89,632,206		5,575,457		218,161		0

Proposal 2: The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company’s Common Stock in connection with the automatic conversion of the Company’s Series A Convertible Preferred Stock held by several non-affiliated holders, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company’s Common Stock issued and outstanding prior to such issuance:

For		Against		Abstain		Broker Non-Votes
91,534,602		3,672,091		219,131		0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document).

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.

			Heron Therapeutics, Inc.
Date: October 15, 2025			/s/ Ira Duarte
			Ira Duarte
			Executive Vice President, Chief Financial Officer

FAQ

What did HRTX stockholders approve at the Special Meeting?

They approved, under Nasdaq Rule 5635(d), potential issuances of common stock upon conversion of convertible notes due 2031 and automatic conversion of Series A Convertible Preferred Stock.

What were the vote results for HRTX Proposal 1?

Proposal 1 passed with 89,632,206 votes for, 5,575,457 against, and 218,161 abstain.

What were the vote results for HRTX Proposal 2?

Proposal 2 passed with 91,534,602 votes for, 3,672,091 against, and 219,131 abstain.

How many HRTX shares were outstanding as of the record date?

As of September 11, 2025, there were 183,314,409 shares of common stock outstanding.

How many shares were represented to constitute a quorum at the meeting?

A total of 95,425,824 shares were represented in person and by proxy, constituting a quorum.

Why was Nasdaq Listing Rule 5635(d) relevant to these HRTX proposals?

It requires stockholder approval for certain share issuances that could, under future circumstances, exceed 19.99% of pre-issuance outstanding shares.