Heron Therapeutics hit with Nasdaq bid-price warning

Heron Therapeutics, Inc. received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement, after trading below that level for thirty consecutive trading days from May 12, 2026 to June 24, 2026.

Rhea-AI Filing Summary

Heron Therapeutics, Inc. received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement, after trading below that level for thirty consecutive trading days from May 12, 2026 to June 24, 2026.

The company has 180 calendar days, until December 22, 2026, for its closing bid price to reach at least $1.00 for a minimum of ten consecutive days to regain compliance, a period Nasdaq may extend up to twenty days. During this time, HRTX shares remain listed on The Nasdaq Capital Market.

The company plans to monitor its share price and consider options, including a possible reverse stock split, and may receive an additional 180-day period if it meets other listing standards. The filing notes there is no assurance the company will regain or maintain Nasdaq compliance.

Positive

• None.

Negative

• Nasdaq minimum bid price deficiency and delisting risk: HRTX closed below the $1.00 bid price for thirty consecutive trading days and now faces a defined cure window; failure to regain compliance could result in delisting from The Nasdaq Capital Market.

Insights

Equity markets & listing analyst

Nasdaq bid-price deficiency introduces meaningful listing risk for Heron Therapeutics.

Heron Therapeutics has fallen out of compliance with Nasdaq’s $1.00 minimum bid price rule after thirty consecutive trading days below that threshold. The company now has until December 22, 2026 to restore its closing bid price for at least ten consecutive days.

This situation is materially negative because failure to cure could ultimately lead to delisting from The Nasdaq Capital Market, which can affect liquidity and institutional ownership. The company indicates it may use tools such as a reverse stock split if needed to meet listing standards.

The notice does not immediately affect trading, and HRTX shares continue on Nasdaq during the 180-day period. Investors will rely on future company disclosures about any reverse split plans, additional 180‑day grace period eligibility, and any appeal to a Nasdaq Hearings Panel if delisting proceedings are initiated.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Non-compliance period: May 12, 2026 to June 24, 2026 Minimum bid price: $1.00 per share Initial cure deadline: December 22, 2026 +3 more

6 metrics

Non-compliance period May 12, 2026 to June 24, 2026 Thirty consecutive trading days below $1.00 bid price

Minimum bid price $1.00 per share Nasdaq Listing Rule 5550(a)(2) requirement

Initial cure deadline December 22, 2026 End of 180‑day compliance period

Compliance test window 10 consecutive days Minimum period with bid at or above $1.00

Possible extended test window More than 10, up to 20 days At Nasdaq’s discretion before confirming compliance

Potential additional cure period 180 calendar days Second compliance period if other standards are met

Key Terms

Nasdaq Listing Rule 5550(a)(2), minimum bid price requirement, reverse stock split, Nasdaq Hearings Panel, +1 more

5 terms

Nasdaq Listing Rule 5550(a)(2) regulatory

"below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)"

minimum bid price requirement financial

"the closing bid price of the Company’s common shares was below the minimum $1.00 per share requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

reverse stock split financial

"by effecting a reverse stock split, if necessary"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Hearings Panel regulatory

"the Company may appeal such determination to a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

forward-looking statements regulatory

"contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq notice did Heron Therapeutics (HRTX) receive?

Heron Therapeutics received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price for thirty consecutive trading days. This triggers a compliance period and could eventually lead to delisting if the price requirement is not restored.

How long does Heron Therapeutics (HRTX) have to regain Nasdaq bid price compliance?

Heron Therapeutics has 180 calendar days, until December 22, 2026, to regain compliance with Nasdaq’s $1.00 minimum bid requirement. Compliance is restored if the closing bid reaches at least $1.00 for a minimum of ten consecutive trading days.

Does the Nasdaq notice immediately affect trading in Heron Therapeutics (HRTX) shares?

The notice has no immediate impact on trading; Heron’s common shares remain listed on The Nasdaq Capital Market under the symbol HRTX. Continued listing depends on meeting the minimum bid price and other Nasdaq Capital Market listing requirements going forward.

What steps might Heron Therapeutics (HRTX) take to regain Nasdaq compliance?

Heron Therapeutics plans to monitor its share price and explore available options to regain compliance. The company notes it may cure the deficiency during a second 180‑day period, potentially by effecting a reverse stock split if necessary to lift the bid price.

Can Heron Therapeutics (HRTX) receive more time beyond the initial 180 days?

If Heron meets Nasdaq’s other initial listing standards, excluding bid price, it may qualify for an additional 180‑day period. The company must also notify Nasdaq of its intention to cure the deficiency, for example through a reverse stock split if required.

What happens if Heron Therapeutics (HRTX) cannot regain Nasdaq bid price compliance?

If Heron cannot regain compliance and is ineligible for extra time, Nasdaq staff may move to delist its securities. The company would have the right to appeal to a Nasdaq Hearings Panel, though there is no assurance any request for continued listing would be granted.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2026 - 05:00 PM EDT Learn about SEC filing dates

0000818033false00008180332026-06-252026-06-25

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): June 25, 2026

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.)

25 Fenton Main Street, Suite 300, Cary, NC		27511
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 25, 2026, Heron Therapeutics, Inc. (the “Company”) received a written notice (“Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) notifying it that the closing bid price of the Company’s common shares over a period of thirty (30) consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) during the May 12, 2026 to June 24, 2026 period.

In accordance with applicable Nasdaq procedures, the Company has been provided a period of 180 calendar days, or until December 22, 2026, to cure the deficiency and regain compliance. The Notice states that if at any time during this compliance period the closing bid price of the Company’s common shares is at least $1.00 per share for a minimum of ten consecutive days, Nasdaq will provide the Company with written confirmation of compliance. Nasdaq may, in its discretion, require the Company to satisfy the minimum bid price requirement for a period in excess of ten consecutive business days, but generally no more than twenty consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance. The Notice has no immediate impact on the listing or trading of the Company’s common shares, which will continue to be listed and trade on The Nasdaq Capital Market subject to the Company’s continued compliance with the other listing requirements of The Nasdaq Capital Market. The common shares of the Company will continue to trade under the symbol “HRTX”. The Company intends to monitor the closing share price for its common shares and explore available options to regain compliance.

In the event the Company does not regain compliance with the minimum bid price requirement during the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second 180 calendar day compliance period, by effecting a reverse stock split, if necessary. If it appears to Nasdaq staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Company may not be entitled to an additional 180 calendar day compliance period and Nasdaq will provide notice to the Company that its securities will be subject to delisting. If the Company is notified by Nasdaq that its securities are subject to delisting, the Company may appeal such determination to a Nasdaq Hearings Panel, but there can be no assurance that the Nasdaq staff would grant any request for continued listing. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement during the initial compliance period or any additional compliance period, or that the Company will otherwise maintain compliance with the other Nasdaq listing requirements.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties. Examples of forward-looking statements include, among others, statements regarding whether the Company will meet the bid price requirement during any compliance period or otherwise in the future, the Company’s plans or options to regain compliance, whether the Company will otherwise continue to meet Nasdaq compliance standards, whether Nasdaq will grant the Company any relief from delisting as necessary and the ability for the common stock to remain listed on Nasdaq. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and in the Company’s other reports filed with the Securities and Exchange Commission, including under the caption “Risk Factors.” The Company undertakes no obligation to update or revise these statements except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (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: June 25, 2026			/s/ Ira Duarte
			Ira Duarte Executive Vice President, Chief Financial Officer

Filing Exhibits & Attachments

1 document

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