Form 4: Morgan Adam reports purchase transactions in HRTX
Rhea-AI Filing Summary
Morgan Adam reported open-market purchase transactions in a Form 4 filing for HRTX. The filing lists transactions totaling 1,836,558 shares at a weighted average price of $2.01 per share. Following the reported transactions, holdings were 70,012 shares.
Positive
- None.
Negative
- None.
Insights
Director-affiliated fund joins structured private financing with ownership cap.
Velan Capital Master Fund LP, linked to director Adam Morgan, committed capital through a private placement in both common and Series A Convertible Preferred Stock at fixed prices of $1.50 and $15 per share, respectively. This adds an aligned, institution-style holder to Heron’s register.
The Series A Preferred carries an automatic conversion into common stock upon stockholder approval, using the $1.50 conversion price. A 4.99% beneficial ownership limitation, adjustable with 61 days’ notice, constrains how much of the preferred can convert at once, shaping Velan Master’s potential voting and economic exposure.
The filing clarifies that the securities are owned directly by Velan Master, with Morgan reporting them due to his roles in related general partners while expressly disclaiming beneficial ownership beyond his pecuniary interest. Future company disclosures about the Stockholder Approval Proposal and any change to the ownership limit will further define Velan Master’s eventual common equity stake.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Series A Convertible Preferred Stock | 70,012 | $15.00 | $1.05M |
| Purchase | Common Stock | 1,766,546 | $1.50 | $2.65M |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- The Issuer entered into a Securities Purchase Agreement (the "SPA") with certain investors (collectively, the "Purchasers"), including Velan Capital Master Fund LP ("Velan Master"), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a private placement shares of the Issuer's Common Stock, par value $0.01 per share (the "Common Stock"), and shares of the Issuer's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), at a purchase price of $1.50 per share of Common Stock and $15 per share of Series A Preferred Stock. The transaction closed on August 12, 2025. Securities owned directly by Velan Master. Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Velan Master purchased 70,012 shares of Series A Preferred Stock pursuant to the terms of the SPA and the Certificate of Designation of Rights, Preferences and Privileges of Series A Convertible Preferred Stock of Heron Therapeutics, Inc., dated August 8, 2025 (the "Certificate of Designation"). The conversion price of the Series A Preferred Stock is $1.50 per share. Pursuant to the terms of the SPA, upon approval of the Stockholder Approval Proposal (as defined in the SPA), all of the outstanding shares of Series A Preferred Stock will automatically convert into shares of Common Stock at the applicable conversion price, plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Designation. However, the Series A Preferred Stock shall not be converted if, after giving effect thereto, Velan Master (together with its affiliates) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the outstanding shares of Common Stock. Such ownership limitation may be increased upon 61 days' notice to the Issuer.
