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.

Insights

Equity financing and governance analyst

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.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Morgan Adam

(Last) (First) (Middle)

100 REGENCY FOREST DRIVE

SUITE 300

(Street)

CARY NC 27518

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/08/2025		P		1,766,546(1)	A	$1.5(1)	8,753,290	I	By Velan Capital Master Fund LP(2)
Common Stock								69,777	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock(3)	$1.5(3)	08/08/2025		P		70,012(3)		(4)	(4)	Common Stock	700,120(4)	$15(1)	70,012	I	By Velan Capital Master Fund LP(2)

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

	/s/ Adam Morgan	08/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Velan Capital Master Fund LP buy in Heron Therapeutics (HRTX)?

Velan Capital Master Fund LP bought 1,766,546 Heron common shares at $1.50 each and 70,012 Series A Convertible Preferred shares at $15 each in a private placement, according to the filing’s transaction tables and footnotes.

How many Heron Therapeutics (HRTX) shares does Velan Master hold after this Form 4?

Following the reported transactions, Velan Capital Master Fund LP indirectly held 8,753,290 Heron common shares. In addition, Adam Morgan directly held 69,777 common shares, as shown in the beneficial ownership columns of the Form 4 tables.

What are the key terms of Heron’s Series A Convertible Preferred Stock in this filing?

The Series A Convertible Preferred Stock was purchased at $15 per share and is convertible at a $1.50 per-share conversion price into common stock. The 70,012 preferred shares are tied to 700,120 underlying common shares, subject to the conversion conditions described.

When will Heron’s Series A Preferred held by Velan Master convert into common stock?

All outstanding Series A Preferred shares will automatically convert into common stock upon approval of a Stockholder Approval Proposal, at the $1.50 conversion price plus accrued and unpaid dividends, under the terms summarized in the Certificate of Designation reference.

What is the 4.99% ownership limitation mentioned in the Heron (HRTX) Form 4?

The Series A Preferred will not convert if conversion would cause Velan Master and its affiliates to beneficially own more than 4.99% of Heron’s outstanding common stock. This ownership cap can be increased, but only after providing 61 days’ notice to the company.

Does Adam Morgan personally own the Heron shares reported in this Form 4?

The filing states the reported securities are owned directly by Velan Capital Master Fund LP. Adam Morgan reports them due to his roles in related entities but disclaims beneficial ownership except for his pecuniary interest, according to the explanatory footnote.