Rubric takes 17.5% of Heron, provides $33.25M financing and board seat

Rhea-AI Filing Summary

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.

Positive

• Substantial capital infusion: Rubric provided financing including $33,250,000 purchase price for convertible notes and paid ~$31,713,490.50 for 29,100,728 shares (including commissions).
• Structured financing: Notes and preferred shares include conversion mechanisms that can convert obligations into equity, reducing cash repayment pressure on the issuer if conversions occur.
• Governance cooperation: A Cooperation Agreement provides for a Rubric-nominated director and a fixed board size of seven during the cooperation period, establishing constructive engagement.
• Resale/registration rights disclosed: Agreements include customary resale registration and proxy-related commitments by the issuer to register or facilitate disposition of issued or issuable shares.

Negative

• Potential dilution: Convertible notes and Series A convertible preferred shares can convert into common stock (notes at 555.5556 shares per $1,000 principal; preferred convert at initial $1.50), increasing share count if conversions occur subject to stockholder approval.
• Large concentrated stake: Rubric beneficially owns 29,100,728 shares (17.5%), representing meaningful shared voting power that could materially influence corporate actions.
• Conversion subject to stockholder approval: The value and impact of the convertible securities depend on stockholder approval; outcome and timing are uncertain.
• Standstill and voting commitments: Rubric agreed to standstill and specific voting behavior during the cooperation period, which may limit its ability to pursue alternative governance strategies.

Insights

Financial Analyst

TL;DR: Rubric supplied cash and convertible securities, creating near-term liquidity for Heron while introducing meaningful potential dilution.

Rubric's transactions provide approximately $33.25 million in proceeds via convertible notes plus equity and preferred purchases that together represent a substantive capital infusion relative to Heron's market capitalization implied by 166.5 million shares outstanding. The notes include a 5% original-issue discount and a conversion feature equal to 555.5556 shares per $1,000 principal, creating potential dilution if conversions occur. The preferred stock converts into common at $1.50 per share, and Rubric also bought common stock at $1.50 per share. These financings improve near-term liquidity but introduce convertible instruments and preferred shares that could dilute existing holders if converted and approved by stockholders.

Corporate Governance Expert

TL;DR: The Cooperation Agreement yields a board seat and voting commitments, signaling collaborative engagement but limiting activist options.

Rubric secured a path to board representation and agreed to standstill and voting commitments during the cooperation period, including voting with the board's slate and restrictions on acquiring over 19.99% beneficial ownership. Those governance arrangements reduce the likelihood of near-term hostile action and create a formal channel for Rubric to influence strategy via a nominated director. For investors, this is material: it changes board composition dynamics and aligns a significant investor with specific governance procedures and voting behavior.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

HERON THERAPEUTICS, INC. /DE/

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

427746102

(CUSIP Number)

Brian Kleinhaus
Rubric Capital Management LP, 155 East 44th St, Suite 1630
New York, NY, 10017
212-418-1888

Ele Klein & Adriana Schwartz
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/08/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 427746102

1

Name of reporting person

Rubric Capital Management LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,100,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,100,728.00

11

Aggregate amount beneficially owned by each reporting person

29,100,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.5 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 427746102

1

Name of reporting person

David Rosen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 29,100,728.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 29,100,728.00

11

Aggregate amount beneficially owned by each reporting person

29,100,728.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.5 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.01 per share
(b)	Name of Issuer: HERON THERAPEUTICS, INC. /DE/
(c)	Address of Issuer's Principal Executive Offices: 4242 CAMPUS POINT COURT, SUITE 200, SAN DIEGO, CALIFORNIA , 92121.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 6, 2023 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 4 supplements Items 4, 6 and 7 and amends and restates Items 3 and 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares reported herein beneficially owned by Rubric Capital were purchased with the working capital of the Rubric Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the (i) 29,100,728 Shares reported herein beneficially owned by Rubric Capital is approximately $31,713,490.50, including brokerage commissions, (ii) 94,610 Preferred Shares (as defined in Item 4) purchased by the Rubric Funds in the Private Placement (as defined in Item 4) is $1,419,150 and (iii) $35,000,000 aggregate principal amount of Notes (as defined in Item 4) purchased by the Rubric Funds in the Convertible Note Issuance (as defined in Item 4) is $33,250,000.
Item 4.	Purpose of Transaction
	On August 8, 2025, certain Rubric Funds entered into a securities purchase agreement (the "Securities Purchase Agreement") for a private placement (the "Private Placement") with the Issuer, pursuant to which certain Rubric Funds purchased (i) 2,387,225 Shares at a price of $1.50 per share and (ii) 94,610 shares (the "Preferred Shares") of the Issuer's Series A Convertible Preferred Stock, par value $0.01 per share (the "Preferred Stock"), which automatically convert, upon Stockholder Approval (as defined below), into 946,100 Shares 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 shares of Preferred Stock, dated as of August 8, 2025 (the "Certificate of Designation"). In addition, on August 8, 2025, a certain Rubric Fund entered into a Note Purchase Agreement (the "Note Purchase Agreement") with the Issuer, pursuant to which the Issuer issued and sold to such Rubric Fund $35,000,000 aggregate principal amount of convertible senior unsecured promissory notes (the "Notes") for an aggregate purchase price of $33,250,000 (the "Convertible Note Issuance"). The Notes issued in the Convertible Note Issuance provides for the issuance of Notes with (i) a term of five years, (ii) a 5% original issuance discount, (iii) 5% per annum interest payable in cash, (iv) at the election of the Issuer, 7% per annum interest payable in kind for the first twelve months, and (v) a conversion right, subject to Stockholder Approval (as defined below), into Shares at an initial conversion rate of 555.5556 Shares per $1,000 principal amount of Notes, subject to adjustments as provided in the Note Purchase Agreement. Conversions of the Notes can be settled, at the Issuer's election, in cash, Shares or in a combination thereof. If all or any portion of any conversion is to be settled in cash, the amount of cash that the Issuer will be required to deliver with respect to such conversion in shall be the product of (a) the applicable percentage of the conversion rate on the applicable conversion date and (b) the arithmetic average of the daily weighted average prices of the Shares during the ten 10 consecutive trading day period ending on the trading day immediately preceding the applicable conversion date. Each Rubric Fund's ability to convert the Preferred Shares or the Notes is subject to a blocker provision (the "Beneficial Ownership Limitation") that will prohibit any Rubric Fund (together with its affiliates, and any persons acting as a group together with such Rubric Fund or any of its affiliates) from beneficially owning more than 19.99% of the outstanding Shares at any time, determined in accordance with rules promulgated under the Securities Exchange Act of 1934, as amended. A holder may, upon notice to the Issuer, increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 19.99% but any such increase will not be effective until the 61st day after such notice is delivered to the Issuer. The Issuer intends to seek stockholder approval (the "Stockholder Approval") pursuant to the applicable rules of the Nasdaq Stock Market to approve the conversion of the Convertible Note Issuance and the Preferred Stock into Shares. The Issuer agreed to file a preliminary proxy statement for such Stockholder Approval within thirty days of the closing of the transactions described above. In addition, the Issuer has agreed to file a resale registration statement within thirty days of closing to register the Shares to be issued or issuable in connection with the transactions described above. The Securities Purchase Agreement and the Note Purchase Agreement each contain customary representations and warranties, agreements (including customary resale registration rights) and obligations and termination provisions. The Private Placement and the Convertible Note Issuance each closed on August 12, 2025. Rubric Capital also entered into a Cooperation Agreement with the Issuer (the "Cooperation Agreement") regarding the composition of the Issuer's Board of Directors (the "Board") and certain other matters. Pursuant to the terms of the Cooperation Agreement, the Issuer agreed, among other things, to (i) fix the size of the Board at seven directors during the Cooperation Period (as defined below) unless mutually agreed to by the parties; (ii) appoint at the Closing a director nominated by Rubric Capital (the "New Director") as a director of the Issuer; and (iii) include the New Director in the Issuer's slate of nominees for the election of directors at the Issuer's 2025 annual meeting of stockholders (the "2025 Annual Meeting"). Rubric Capital has not yet identified a director to serve on the Board pursuant to the Cooperation Agreement. Pursuant to the Cooperation Agreement, Rubric Capital is subject to certain customary standstill restrictions until the earlier of (a) 30 days prior to the deadline for director nominations and stockholder proposals for the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"), (b) February 12, 2026, and (c) 120 days prior to the first anniversary of the 2025 Annual Meeting (the "Cooperation Period"). Pursuant to the terms of the standstill, Rubric Capital agreed not to acquire beneficial ownership of more than 19.99% of the outstanding Shares. In addition, during the Cooperation Period, Rubric Capital further agreed to appear in person or by proxy at each annual or special meeting of stockholders of the Issuer and vote all of its Shares (A) in favor of the slate of directors recommended by the Board, (B) against the election of any nominee for director not approved, recommended and nominated by the Board and (C) in accordance with the Board's recommendation with respect to any other matter presented at such meeting; provided, however, that if Institutional Shareholder Services Inc. ("ISS") or Glass Lewis & Co., LLC ("Glass Lewis") make a recommendation that differs from the recommendation of the Board with respect to any proposal submitted to the Issuer's stockholders at any such meeting (other than as related to the election or removal of directors), Rubric Capital is permitted to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, that Rubric Capital is permitted to vote in its sole discretion with respect to any proposals relating to an Extraordinary Transaction (as defined in the Cooperation Agreement). The foregoing descriptions of the Securities Purchase Agreement, Certificate of Designation, Note Purchase Agreement and Cooperation Agreement do not purport to be complete and are qualified in their entireties by reference to the full texts of the Securities Purchase Agreement, Certificate of Designation, Note Purchase Agreement and Cooperation Agreement. For further information regarding the Securities Purchase Agreement, Certificate of Designation, Note Purchase Agreement and Cooperation Agreement reference is made to the texts of the Form of Securities Purchase Agreement, Certificate of Designation, Note Purchase Agreement and Cooperation Agreement, which have been filed as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 hereto, respectively, and incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by each Reporting Person. The aggregate percentage of Shares reported beneficially owned by each Reporting Person is based upon 166,517,025 Shares outstanding, which is the sum of: (i) 153,291,798 Shares outstanding as of July 31, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed by the Issuer with the Securities and Exchange Commission (the "SEC") on August 8, 2025 and (ii) 13,225,227 Shares issued by the Issuer in connection with the closing of the Private Placement on August 12, 2025.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Except as set forth herein, no transactions in the Shares have been effected by the Reporting Persons during the past sixty (60) days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of this Amendment No. 4 is hereby incorporated herein.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Form of Securities Purchase Agreement, dated as of August 8, 2025. Exhibit 99.2 - Certificate of Designation of Rights, Preferences and Privileges of the Preferred Shares, dated as of August 8, 2025. Exhibit 99.3 - Note Purchase Agreement, dated as of August 8, 2025. Exhibit 99.4 - Cooperation Agreement, dated as of August 8, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Rubric Capital Management LP

Signature:	/s/ David Rosen
Name/Title:	By: Rubric Capital Management GP LLC, General Partner, By: David Rosen, Managing Member
Date:	08/12/2025

David Rosen

Signature:	/s/ David Rosen
Name/Title:	David Rosen, Individually
Date:	08/12/2025

FAQ

How many Heron Therapeutics (HRTX) shares does Rubric Capital beneficially own?

Rubric beneficially owns 29,100,728 shares, representing 17.5% of the class based on 166,517,025 shares outstanding as stated in the filing.

What financing did Rubric provide to Heron (HRTX)?

Rubric purchased 2,387,225 common shares at $1.50 per share, 94,610 Series A Convertible Preferred Shares (convertible into 946,100 common shares at $1.50), and $35,000,000 principal of convertible notes for $33,250,000.

What are the main terms of the convertible notes purchased by Rubric?

Notes have a five-year term, a 5% original-issue discount, 5% cash interest per annum (issuer may elect 7% PIK for first 12 months), and convert at 555.5556 shares per $1,000 principal; conversions may be settled in cash, shares or both.

Are conversions of the preferred shares and notes automatic?

No. Conversions of the Preferred Shares and the Notes are subject to stockholder approval and are also constrained by a 19.99% beneficial ownership limitation.

Will Rubric have board representation at Heron (HRTX)?

Yes. Under a Cooperation Agreement, the issuer agreed to appoint a Rubric-nominated director to the board and to include that nominee on the issuer's director slate during the cooperation period.

Does Rubric face limits on how much of Heron it can own?

Yes. A Beneficial Ownership Limitation in the agreements prevents any Rubric Fund (with affiliates and group members) from beneficially owning more than 19.99% of outstanding shares.