Heron Therapeutics (HRTX) reported Q3 2025 results with net product sales of $38.2 million, up from $32.8 million a year ago. Gross profit was $26.3 million and the company posted a net loss of $17.5 million, or $0.10 per share. Cash and cash equivalents were $43.1 million, and cash plus short‑term investments totaled $55.5 million as of September 30, 2025.
Product mix showed CINVANTI at $24.0 million, ZYNRELEF $9.3 million, APONVIE $3.0 million, and SUSTOL $1.9 million. Heron refinanced its balance sheet: it amended its Hercules working capital facility to up to $150.0 million and drew $110.8 million; exchanged and extinguished $150.0 million of 2026 convertible notes (including issuing 16.67 million shares for $25.0 million of principal and paying $125.0 million in cash); and issued $35.0 million of 2031 convertible notes. It also raised $27.7 million gross via a private placement of common and Series A preferred stock. The quarter included $11.3 million in loss on debt extinguishment. Management believes its cash, cash equivalents and short‑term investments are sufficient for at least one year.
Heron Therapeutics (HRTX) furnished a press release announcing financial results for the three and nine months ended September 30, 2025. The press release is included as Exhibit 99.1 to this report and is provided under Item 2.02.
The company states the information in Item 2.02 and Exhibit 99.1 is furnished and not deemed “filed” under the Exchange Act. The filing date is November 4, 2025.
Heron Therapeutics (HRTX) appointed Thomas Cusack to its Board of Directors, effective October 27, 2025. He will serve until the Company’s 2026 Annual Meeting of Stockholders and join the Nominating and Corporate Governance Committee. The appointment was made pursuant to a Cooperation Agreement between the Company and Rubric Capital Management LP dated August 8, 2025.
The Company states there are no transactions involving Mr. Cusack requiring disclosure under Item 404(a). He will receive compensation under Heron’s standard program for non-employee directors as described in the April 30, 2025 proxy statement, and will enter into the Company’s standard Director Indemnification Agreement, with the form to be filed with the 2025 Form 10-K. A press release dated October 29, 2025 was furnished as Exhibit 99.1.
Heron Therapeutics (HRTX) reported an insider equity change. EVP & Chief Development Officer William P. Forbes acquired 3,874 shares of common stock on 10/19/2025 via the conversion of restricted stock units (transaction code M). Following this event, he directly owns 154,509 shares of common stock. The filing also lists 34,869 derivative securities remaining as restricted stock units. Each RSU equals one share, and the RSUs vest in 16 equal quarterly installments beginning one quarter after 01/19/2024.
Heron Therapeutics (HRTX) reported an insider equity change by EVP & CFO Ira Duarte on 10/19/2025. A tranche of 3,874 shares of common stock was acquired upon the vesting/settlement of restricted stock units, reflected as a transaction code M.
Following the transaction, Duarte directly beneficially owns 168,092 shares of common stock and 34,869 RSUs. Each RSU represents the right to receive one share of common stock. The RSUs vest in 16 equal quarterly installments beginning one quarter after the grant date of 01/19/2024.
Heron Therapeutics (HRTX) reported an insider equity change by CEO and Director Craig Collard. On 10/19/2025, 13,797 restricted stock units (RSUs) were converted to common stock via transaction code M, resulting in the acquisition of 13,797 shares at $0 per RSU. Following the transaction, 488,335 common shares were beneficially owned directly. The filing notes the RSUs vest in 16 equal quarterly installments beginning one quarter after 01/19/2024. After this event, 124,172 RSUs were directly held.
Heron Therapeutics (HRTX) — insider activity reported. Rubric Capital Management LP and David Rosen filed a Form 4. On 10/15/2025, 94,610 Series A preferred shares automatically converted into 946,100 common shares at a $1.50 conversion price. After this, 30,046,828 common shares were beneficially owned indirectly.
The filing also lists $35,000,000 of Convertible Senior Unsecured Notes, convertible after December 31, 2025, maturing on March 1, 2031, with a conversion rate of 555.5556 per $1,000 principal and 5.0% cash interest (with a right to pay certain interest in new notes at 7.0% before September 1, 2026).
Heron Therapeutics reported that stockholders approved two proposals at a Special Meeting held on October 13, 2025, authorizing potential issuances of common stock tied to previously issued convertible securities under Nasdaq Listing Rule 5635(d).
Proposal 1 permits issuance of common stock upon conversion, at the option of the holder, of the Company’s convertible senior unsecured promissory notes due 2031, which could, under certain future circumstances, exceed 19.99% of pre‑issuance shares. It passed with 89,632,206 votes for, 5,575,457 against, and 218,161 abstain. Proposal 2 permits issuance upon the automatic conversion of Series A Convertible Preferred Stock, with the same 19.99% threshold context, passing with 91,534,602 for, 3,672,091 against, and 219,131 abstain.
Stockholders of record on September 11, 2025 were eligible to vote. As of that date, 183,314,409 common shares were outstanding. A quorum of 95,425,824 shares was represented at the meeting.
Heron Therapeutics is soliciting shareholder approval at a Special Meeting to permit the issuance of common stock that may result from conversions of two securities and could, in certain future circumstances, exceed 19.99% of outstanding common stock prior to such issuances. The meeting will be held virtually on October 13, 2025, and proxy materials and the 2024 Annual Report will be available and mailed on or about September 19, 2025. Proposal 1 seeks approval under Nasdaq Rule 5635(d) for shares issuable upon conversion of convertible senior unsecured promissory notes due 2031 held by several non-affiliated purchasers. Proposal 2 seeks approval under the same rule for shares issuable upon conversion of the Company’s Series A Convertible Preferred Stock held by several non-affiliated holders. Both proposals are classified as non-routine, and broker non-votes are expected. Voting instructions include internet, telephone, and mail options with a proxy cut-off of 11:59 p.m. Eastern Time on October 12, 2025.
Heron Therapeutics (HRTX) outlines a wide range of commercial, regulatory, intellectual property, manufacturing, litigation, financing and operational risks related to its marketed products ZYNRELEF, APONVIE, CINVANTI and SUSTOL and its product candidates and technologies, including its Biochronomer drug delivery platform. The filing highlights dependencies on successful commercialization in the U.S., pricing and reimbursement, co-promotion arrangements (including CrossLink Network), manufacturing partners, timely completion of clinical trials, regulatory approvals and postmarketing obligations, and outcomes of pending patent litigation.
The document also describes risks tied to capital requirements and access to financing, macroeconomic and geopolitical events, potential actions by depositaries for global securities, and takeover-related scenarios and corporate governance mechanics that could affect control. Specific SEC filings and registration statements are referenced as incorporated by reference for additional detail.