Welcome to our dedicated page for Heron Therapeutics SEC filings (Ticker: HRTX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Heron Therapeutics, Inc. (HRTX) SEC filings page provides access to the company’s official regulatory documents as filed with the U.S. Securities and Exchange Commission. As a Nasdaq‑listed commercial-stage biotechnology company, Heron uses Forms 10‑K, 10‑Q, 8‑K, and proxy statements on Schedule 14A to report financial results, material events, and governance matters related to its acute care and oncology supportive care business.
Investors reviewing HRTX SEC filings can examine current reports on Form 8‑K that disclose items such as quarterly and year‑to‑date financial results, capital restructuring transactions, amendments to credit facilities with Hercules Capital, Inc., exchange and issuance of convertible senior unsecured promissory notes, private placements of common and preferred equity, and adoption of a Tax Benefit Preservation Plan intended to protect net operating loss carryforwards. Other 8‑K filings describe material agreements, manufacturing and supply arrangements with Patheon, office lease commitments for corporate headquarters, and changes in the composition of the Board of Directors.
Heron’s proxy statements on Schedule 14A provide detail on stockholder meetings, including special meetings to approve the issuance of common stock upon conversion of convertible notes and Series A Convertible Preferred Stock under Nasdaq Listing Rule 5635(d). These documents explain voting procedures, virtual meeting logistics, and the specific proposals presented to stockholders.
Through this page, users can also track governance and capital structure disclosures such as the creation of Series A Convertible Preferred Stock and Series B Preferred Stock, rights plans, and cooperation agreements with significant investors. Stock Titan enhances these filings with AI‑powered summaries that highlight key terms, financial implications, and governance changes, helping readers quickly understand complex agreements without replacing the full legal text. Real‑time updates from EDGAR ensure that new HRTX filings, including 10‑K annual reports, 10‑Q quarterly reports, and Form 4 insider transaction reports when available, are surfaced promptly for further analysis.
Heron Therapeutics (HRTX) is holding a virtual Special Meeting to seek shareholder approval for two Nasdaq Rule 5635(d) waivers that would permit the issuance of Common Stock upon conversion of certain instruments. Proposal 1 asks shareholders to approve issuance of shares upon conversion of convertible senior unsecured promissory notes due 2031 held by non-affiliated purchasers; Proposal 2 asks approval for issuance of shares upon conversion of the Company’s Series A Convertible Preferred Stock held by non-affiliated holders. In both cases the conversion could, under certain future circumstances, result in issuances that exceed 19.99% of outstanding Common Stock prior to such issuances. The meeting is virtual and requires a 16-digit control number to vote electronically; broker non-votes are expected for these non-routine matters.
Heron Therapeutics, Inc. entered into a new long-term office lease for its corporate headquarters with USEF HCG Fenton LLC. The lease covers approximately 16,837 rentable square feet at 25 Fenton Main Street in Cary, North Carolina, with an initial term of about 111 months.
Beginning on the term commencement date, the company will pay monthly base rent of $614,550.50 for the first 12-month period, with base rent increasing by a set percentage in each following 12-month period. Heron will also pay its proportionate share of operating costs, although base rent and estimated operating costs will be abated for a specified number of months after the commencement date. The lease includes a one-time option to extend for an additional 84 months and a one-time right of first refusal on contiguous vacant space.
Heron Therapeutics, Inc. adopted a Tax Benefit Preservation Plan designed to protect its net operating loss carryforwards under Section 382 of the tax code. The Board approved a rights plan that discourages any investor from newly acquiring 4.99% or more of Heron’s common stock, or existing 4.99% holders from increasing their stakes without Board approval, because such ownership changes could limit the company’s ability to use its NOLs.
As part of the plan, the Board declared a dividend of one preferred stock purchase right for each share of common stock outstanding as of August 15, 2025. Each right, exercisable until August 14, 2026 unless earlier redeemed or exchanged, allows the holder to buy one one‑thousandth of a share of Series B Preferred Stock at $7.00, with anti‑dilution protections. The company authorized a new Series B Preferred Stock whose dividend, liquidation and voting terms are structured so that one one‑thousandth of a share is intended to approximate the value of one common share.
Rubric Capital disclosed a 17.5% economic and voting stake in Heron Therapeutics (HRTX), holding 29,100,728 shares out of 166,517,025 outstanding shares. Rubric purchased 2,387,225 common shares at $1.50 per share and holds 94,610 Series A Convertible Preferred Shares that convert into 946,100 common shares at an initial conversion price of $1.50. Rubric Funds also purchased $35,000,000 aggregate principal amount of convertible senior unsecured notes for $33,250,000, with a five-year term, a 5% original-issue discount, and cash interest of 5% per year; the notes carry a conversion right at 555.5556 shares per $1,000 principal.
The conversions of the preferred shares and the notes are subject to stockholder approval and a 19.99% beneficial ownership limitation. Rubric entered a Cooperation Agreement that provides for a board nominee to be appointed and fixes the board size at seven during the cooperation period, alongside customary standstill and voting commitments. The filing discloses aggregate purchase prices and resale registration and proxy-related commitments by the issuer.
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.
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.
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.