[8-K] Heron Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Committed purchase volume: Company agreed to purchase 38,400 kg of Products through December 31, 2026.
• Secured manufacturing and logistics: Patheon will manufacture and supply the Products and provide stability studies and warehousing services.
• Contract consolidation: Framework Agreement terminates certain prior agreements and historical obligations, simplifying the contractual relationship and amending the existing MSA.

Negative

• Limited public detail: The filing provides a summary only and the full Framework Agreement has not yet been filed as an exhibit, so key commercial terms (pricing, delivery schedule, penalties) are unavailable.

Insights

Financial Analyst

TL;DR: The deal secures supply and commits Heron to a defined purchase volume, providing contractual clarity on manufacturing and logistics.

The Framework Agreement documents a firm purchase commitment of 38,400 kg and assigns manufacturing, stability testing, and warehousing responsibilities to Patheon. Such commitments can improve operational visibility for product availability and inventory planning. The agreement also consolidates and replaces prior arrangements, which may simplify counterparty relationships and historic obligations. The filing notes the full agreement will be filed as an exhibit to the upcoming quarterly report, so detailed commercial and financial terms are not yet public.

Manufacturing & Supply Chain Specialist

TL;DR: Patheon is confirmed as the contracted manufacturer and logistics provider, with explicit obligations for stability studies and warehousing.

The document explicitly assigns Patheon responsibility for manufacturing, ongoing stability studies, and warehousing of the specified Products, and records a committed purchase quantity through the end of 2026. Termination of prior agreements suggests a contractual reset that may clarify roles and deliverables. Absent the full agreement text, specifics on delivery schedules, quality acceptance criteria, pricing, and remedies for nonperformance are not disclosed in this report.

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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): August 6, 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 1.01 Entry into a Material Definitive Agreement.

On August 6, 2025, Heron Therapeutics, Inc. (the “Company”) entered into a Framework Agreement (the “Framework Agreement”) with Patheon Austria GmbH & Co KG (“Patheon”) and Thermo Fisher Scientific Inc. (solely for purposes as specified therein). Under the Framework Agreement, the Company and Patheon agreed to the terms under which Patheon will manufacture and supply the Company with specific quantities of certain products (the “Products”) and the Company has committed to purchase 38,400 kg of Products through December 31, 2026. Patheon will continue to perform certain ongoing stability studies related to the Products and provide warehousing services. Further, the Company and Patheon terminated certain agreements previously entered into by the parties, including historical obligations thereunder, pursuant to the Framework Agreement. The Framework Agreement is subject to the additional terms of a Manufacturing and Supply Agreement previously entered into by the Company and Patheon, as amended by the amendments set forth in the Framework Agreement (the “Amended MSA”), which governs the general terms under which Patheon will provide manufacturing services and perform stability studies related to the Products for and on behalf of the Company from time to time.

The foregoing description of the Framework Agreement does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Framework Agreement, a copy of which the Company expects to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending September 30, 2025.

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: August 12, 2025			/s/ Ira Duarte
			Ira Duarte Executive Vice President, Chief Financial Officer

FAQ

What did Heron Therapeutics (HRTX) announce in this 8-K?

Heron entered a Framework Agreement with Patheon Austria GmbH & Co KG under which Patheon will manufacture and supply specified Products and the Company committed to purchase 38,400 kg through December 31, 2026.

Who are the counterparties to Heron's agreement?

The agreement is between Heron Therapeutics, Patheon Austria GmbH & Co KG, with Thermo Fisher Scientific Inc. included solely for specified purposes in the agreement.

What services will Patheon provide under the agreement?

Patheon will manufacture and supply the Products, perform ongoing stability studies, and provide warehousing services.

Does the agreement replace prior contracts?

Yes, the Framework Agreement terminates certain previously entered agreements between the parties and historical obligations thereunder and amends the existing Manufacturing and Supply Agreement.

Where will the full agreement be available?

The company expects to file a copy of the Framework Agreement as an exhibit to its Quarterly Report for the fiscal quarter ending September 30, 2025.