[Form 4] Heron Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Heron Therapeutics insider transaction and financing. Rubric Capital Management LP and David Rosen acquired 2,387,225 shares of Heron Therapeutics common stock at $1.50 per share on 08/08/2025, increasing the Rubric Vehicles' indirect beneficial ownership to 29,100,728 shares. The filing shows the same group subscribed for $35,000,000 of Convertible Senior Unsecured Promissory Notes bearing cash interest at 5.0% per year and convertible at an initial rate of 555.5556 shares per $1,000 principal, subject to adjustment.

Rubric also received 94,610 Series A Convertible Preferred Shares, which convert into 946,100 common shares at an initial conversion price of $1.50 upon required stockholder approval under Nasdaq rules. The Notes become convertible after required stockholder approval or December 31, 2025 and mature on the fifth anniversary of the closing scheduled for August 12, 2025. Rubric and Mr. Rosen disclaim beneficial ownership except to the extent of pecuniary interest.

Positive

• $35,000,000 of convertible notes subscribed, providing immediate financing to the company
• Purchase of 2,387,225 common shares at $1.50 increases Rubric Vehicles' indirect holdings to 29,100,728 shares
• Issuance includes 94,610 Series A Convertible Preferred Shares that convert to 946,100 common shares at an initial conversion price of $1.50, aligning investor and company interests

Negative

• Conversion of Notes and Preferred Shares is contingent on stockholder approval under Nasdaq rules, delaying and making dilution conditional
• Convertible structure could lead to significant dilution if conversions are settled in shares rather than cash
• Notes include a provision allowing interest to be paid in new notes at 7.0% if deferred, increasing long-term cost

Insights

Financial Analyst

TL;DR: Rubric provided immediate capital and increased its stake materially, combining equity and $35M convertible financing.

The combination of an equity purchase of 2,387,225 shares at $1.50 and a $35,000,000 convertible note subscription represents a substantive infusion of capital into Heron Therapeutics. The notes carry a 5.0% cash coupon and a conversion formula explicitly stated (555.5556 shares per $1,000), creating a potential issuance of equity upon conversion that could materially increase share count depending on settlement choices and approval mechanics. The presence of preferred shares that convert into common stock at $1.50 further indicates layered financing with built-in conversion economics.

Corporate Governance Expert

TL;DR: Conversion and settlement depend on Nasdaq shareholder approvals, creating conditional dilution and governance considerations.

The securities are convertible only after the company obtains the requisite stockholder approvals under Nasdaq rules or after December 31, 2025, meaning the intended equity conversion is contingent on a shareholder vote. That contingency delays automatic dilution until approvals are obtained and introduces a governance step that could influence timing and structure of any equity settlement. Rubric's disclaimer of beneficial ownership except for pecuniary interest is standard, but investors should note the indirect ownership concentration reported.

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

OMB APPROVAL

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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^*

Rubric Capital Management LP

(Last) (First) (Middle)

155 EAST 44TH ST, SUITE 1630

(Street)

NEW YORK NY 10017

(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)

	Director	X	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)

	Form filed by One Reporting Person
X	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, par value $0.01 per share ("Common Stock")	08/08/2025		P		2,387,225	A	$1.5	29,100,728	I	See footnotes(1)(2)

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
Convertible Senior Unsecured Promissory Notes ("Notes")	(3)	08/08/2025		P		$35,000,000		(4)	(4)	See footnote(3)	(3)	$33,250,000	$35,000,000	I	See footnotes(1)(2)
Series A Convertible Preferred Stock ("Preferred Shares")	(5)	08/08/2025		P		94,610		(5)	(5)	Common Stock	946,100	$15	94,610	I	See footnotes(1)(2)

1. Name and Address of Reporting Person^*

Rubric Capital Management LP

(Last) (First) (Middle)

155 EAST 44TH ST, SUITE 1630

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Rosen David Efraim

(Last) (First) (Middle)

155 EAST 44TH ST., SUITE 1630

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.

2. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.

3. The Notes convert at an initial conversion rate of 555.5556 per $1,000 principal amount of Notes, subject to adjustment as set forth in that certain Note Purchase Agreement, dated as of August 8, 2025, by and between the Company, the purchasers from time to time party hereto, and Rubric Capital Management LP, as agent for the purchasers. Conversions of the Notes are settled, at the election of the Company, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The Notes bear cash interest at a rate of 5.0% per year until maturity, provided that the Company has the right to pay all accrued and unpaid interest prior to September 1, 2026 in new Notes at a rate of 7.0% per year.

4. The Notes are convertible after the later of (i) the receipt by the Company of the approval of its stockholders under the rules of the Nasdaq Capital Market of the issuance by the Company of all of shares of Common Stock upon conversion thereof (assuming settlement of conversions solely in Common Stock) without giving effect to any cap on conversion or (ii) December 31, 2025. The Notes mature on the fifth anniversary of the closing date, scheduled to occur on August 12, 2025.

5. Upon receipt of the requisite votes of the Company's stockholders required to approve the issuance of the shares of Common Stock upon conversion of the Preferred Stock pursuant to the applicable rules of the Nasdaq Capital Market, the Preferred Shares shall, without any further action on the part of the holder thereof or the Company, automatically be converted at an initial conversion price of $1.50, subject to adjustment as set forth in the Certificate of Designation of Rights, Preferences and Privileges of the Preferred Shares, dated as of August 8, 2025.

	Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer	08/12/2025
	/s/ David Rosen	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).
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FAQ

What did Rubric Capital acquire in the HRTX Form 4 filing?

Rubric acquired 2,387,225 common shares at $1.50 per share and subscribed for $35,000,000 of Convertible Senior Unsecured Promissory Notes; it also received 94,610 Series A Convertible Preferred Shares.

How many Heron (HRTX) shares does Rubric indirectly own after the transaction?

The filing reports indirect beneficial ownership of 29,100,728 shares following the reported transactions.

What are the key terms of the $35,000,000 convertible notes in the filing?

The Notes bear 5.0% cash interest per year (interest may be paid in new notes at 7.0% prior to September 1, 2026), convert at an initial rate of 555.5556 shares per $1,000 principal, and mature on the fifth anniversary of the closing scheduled for August 12, 2025.

When do the Notes and Preferred Shares become convertible into HRTX common stock?

They convert after the later of (i) the company obtaining requisite stockholder approval under Nasdaq rules to issue the shares upon conversion or (ii) December 31, 2025; Preferred Shares convert automatically upon receipt of required stockholder votes.

Who filed the Form 4 and what is their relationship to Heron?

The Form 4 was filed by Rubric Capital Management LP and David Rosen; Rubric is the investment adviser to certain funds/accounts (the Rubric Vehicles) and Mr. Rosen is Managing Member of the general partner; the reporting persons are identified as directors and 10% owners in the filing.