Heron Therapeutics Inc SEC Filings

Heron Therapeutics reported a private placement under a Securities Purchase Agreement through which Velan Capital Master Fund LP purchased both Common Stock and Series A Convertible Preferred Stock. Velan Master bought 70,012 shares of Series A Preferred (convertible at $1.50 per share, equal to 700,120 underlying common shares) and participated in a common stock purchase at $1.50 per share. The transaction closed pursuant to the SPA and the reporting shows Velan Master’s indirect beneficial ownership as 8,753,290 shares following the transactions, while the reporting person recorded a disposition of 69,777 shares. The Series A Preferred will automatically convert into Common Stock upon the specified stockholder approval, subject to an ownership cap that prevents Velan Master from owning more than 4.99% of outstanding common stock unless increased with notice.

Heron Therapeutics, Inc. entered into a cooperation agreement with Rubric Capital Management to expand its board from six to seven directors and to include a Rubric-nominated director in the company’s slate for the 2026 annual meeting, together with standstill and mutual non-disparagement provisions. The company also adopted a Certificate of Designation creating 524,141 shares of Series A Convertible Preferred Stock with a stated value of $15.00 per share, convertible at $1.50 per share upon stockholder approval and subject to a beneficial ownership limitation generally set at 4.99% (adjustable up to 19.99%).

The company completed a package of refinancing transactions that restructure its capital: it increased secured term loan capacity to $150.0 million with $110.0 million funded on closing, exchanged $25.0 million of existing convertible notes for 16,666,666 common shares and repaid the remaining $125.0 million of those notes in cash, issued $35.0 million of new convertible notes for $33.25 million, and completed a private placement of 13,225,227 common shares plus the Series A preferred (which converts into 5,241,410 common shares at $1.50) for approximately $27.7 million. These actions materially change the company’s debt profile and equity base.

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.

Heron Therapeutics (HRTX) Q2-25 10-Q highlights

• Revenue: Net product sales rose 3.3% YoY to $37.2 m; 1H-25 sales up 7.7% to $76.1 m. Growth was driven by Zynrelef (+40% YoY) and Aponvie (+142%), offset by lower Sustol.
• Margins: Q2 gross margin expanded to 73% (prior-year 71%). Operating expenses fell 9% to $29.0 m on lower R&D (-34%) and SG&A (-15%), narrowing the operating loss to $1.6 m from $6.4 m.
• Profitability: Q2 net loss improved to $2.4 m (-$0.02/sh) vs -$9.2 m (-$0.06/sh). For 1H-25 the company posted a small profit of $0.3 m versus a -$12.4 m loss a year earlier.
• Liquidity: Cash & short-term investments were $40.6 m (down from $59.3 m YE-24) after operating cash burn of $19.7 m YTD. Inventory rose $19.8 m to $73.0 m (mainly Cinvanti and Zynrelef).
• Balance sheet: Total debt $175.2 m, comprised of $149.8 m 1.5% senior converts due May-26 and $25.4 m drawn under the Hercules working-capital facility. Stockholders’ deficit improved to -$27.3 m.
• Refinancing plan: On 8-8-25 the company signed agreements to upsize the Hercules facility to $150 m, issue $35 m 5% converts due 2031, sell $29.7 m in equity/Series A preferred, and exchange/repay the existing $150 m converts. Closings expected 8-12-25, eliminating near-term maturities and adding working capital.

Outlook: Management believes current cash plus proceeds from the refinancing will fund operations for ≥12 months. Key drivers remain Zynrelef uptake, successful launch of the vial-access needle, and execution of the Hercules credit milestones.

Heron Therapeutics (HRTX) restructures and adds liquidity via four coordinated transactions dated 8 Aug 25.

Debt amendment: Working Capital Facility with Hercules rises to $150 m (tranche 1 $110 m closing; tranche 2 $20 m available through 15 Dec 26; tranche 3 $20 m by 30 Sep 27). Maturity shifts to the earlier of 1 Sep 30 or 180 days before any new convert maturity. Interest = Prime (7.5 % floor)+1.95 % cash +1.0 % PIK; 1 % upfront fee and up to 6.25 % end-of-term; no amortization.

Convertible clean-up: $150 m 2021 unsecured converts will be exchanged—$25 m converts to common, $125 m plus accrued interest paid in cash—removing a large overhang.

New convert issue: Company to sell $35 m senior unsecured converts (55-month term, 5 % OID, 5 % coupon; 7 % PIK option year 1) convertible at $1.80, subject to shareholder approval.

Private placement: $27.7 m raised via 13.23 m common shares and 0.524 m Series A preferred (auto-converts to 5.24 m common) at $1.50. Proceeds earmarked for working capital. All deals target 12 Aug 25 closing; company will seek shareholder and resale-registration approvals.

Heron Therapeutics, Inc. (HRTX) – Form 4 insider filing

EVP & Chief Development Officer William P. Forbes reported the vesting and automatic conversion of 3,874 restricted stock units (RSUs) into common shares on 07/19/2025 (transaction code “M”). No shares were sold, and the RSUs carried a $0.00 exercise price. Following the conversion, Forbes’ direct common-stock holdings increased to 138,940 shares. He still holds 38,743 unvested RSUs, which continue to vest quarterly through the original 01/19/2028 schedule. No other equity instruments or derivative transactions were disclosed.

• No cash proceeds were generated; the transaction simply moved shares from the derivative column to direct ownership.
• The filing does not indicate any open-market purchases or dispositions, suggesting the move is part of a pre-set equity-compensation plan.