HERON THERAPEUTICS, INC. /DE/ SEC Filings

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.

Heron Therapeutics EVP and CFO Ira Duarte reported routine equity compensation activity. On June 16, 2026, Duarte exercised 12,500 restricted stock units, converting them into common shares at $0.00 per share. To cover tax obligations, 3,555 common shares were disposed of at $0.38 per share. Following these transactions, Duarte directly holds 261,073 shares of common stock and 12,500 restricted stock units, reflecting a compensation-driven change rather than an open-market trade.

Heron Therapeutics, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 11, 2026. Stockholders elected seven directors, ratified Withum Smith+Brown, PC as auditor for the year ending December 31, 2026, and approved executive compensation on a nonbinding advisory basis.

They also approved amendments to the company’s equity plans, increasing shares authorized under the 2007 Equity Incentive Plan by an additional 16,560,000 shares and under the 1997 Employee Stock Purchase Plan by an additional 10,000,000 shares. Stockholders further ratified, on a nonbinding advisory basis, the adoption of the Tax Benefits Preservation Plan. As of the April 14, 2026 record date, 188,638,866 common shares were outstanding, with 141,927,939 shares represented at the meeting, constituting a quorum.

Heron Therapeutics EVP William P. Forbes exercised restricted stock units into common shares as part of his compensation. On June 6, 2026, he acquired 12,500 shares of common stock from RSUs at no cash cost. Following the transaction, he directly holds 221,611 common shares and 12,500 RSUs that vest in four equal annual installments, subject to continued service.

Heron Therapeutics reported that the U.S. District Court for the District of Delaware issued a decision in its patent litigation with Azurity regarding CINVANTI, holding the asserted claims of U.S. Patent Nos. 12,115,255 and 12,290,520 invalid. These patents cover CINVANTI, an aprepitant injectable emulsion. The company states the ruling does not affect any prior settlement agreements related to CINVANTI or APONVIE injectable emulsions. Heron plans to appeal to the U.S. Court of Appeals for the Federal Circuit and may seek equitable relief, including a potential stay of market entry, while it continues to defend its intellectual property rights.

Heron Therapeutics, Inc. amendment to a Schedule 13G/A reports that Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, filed as Reporting Persons and state 0% beneficial ownership of Heron common stock as of 03/31/2026. The filing lists addresses for the Reporting Persons and is signed on 05/13/2026. The cover-page rows referenced show zero shares and zero voting or dispositive power for each Reporting Person.

Heron Therapeutics, Inc. reported net product sales of $34.7M for the quarter ended March 31, 2026, down from $38.9M a year earlier, driven by weaker oncology sales partly offset by growth in acute care products ZYNRELEF and APONVIE.

The company posted a net loss of $8.1M versus net income of $2.6M in the prior-year quarter, as gross margin declined to 69.4% and interest expense increased following 2025 debt refinancing. CINVANTI and SUSTOL sales fell, while ZYNRELEF and APONVIE gained share.

Heron ended the quarter with $44.8M in cash, cash equivalents and short-term investments and expects this liquidity to cover anticipated needs for at least one year based on its current operating plan, though management notes this depends on assumptions that could change.

Heron Therapeutics reported Q1 2026 total net revenue of $34.7 million, down 10.8% year-over-year, and posted a net loss of $8.1 million versus net income a year earlier. Adjusted EBITDA was a loss of $0.7 million, compared with a positive $6.2 million in Q1 2025.

The Acute Care franchise remained a growth driver, with net revenue up 32% to $13.6 million, including ZYNRELEF at $10.2 million and APONVIE at $3.4 million. Oncology Supportive Care net revenue declined to $21.1 million, reflecting lower CINVANTI and planned SUSTOL wind-down. The company ended the quarter with $44.8 million in cash, cash equivalents and short-term investments and reaffirmed 2026 guidance of $173–$183 million in net revenue and $10–$20 million in Adjusted EBITDA.

Heron Therapeutics Chief Operating Officer Mark Earl Hensley exercised equity awards and increased his direct share holdings. On May 6, 2026, he exercised derivative securities to acquire 125,000 shares of common stock, reflecting the settlement of restricted stock units as equity compensation rather than a cash purchase.

Following the transaction, he directly holds 136,770 shares of common stock and 375,000 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock and vests 25% on the first anniversary of the grant date of May 6, 2025, then in twelve equal quarterly installments thereafter.