Clearline Capital LP and related filers reported a significant passive stake in Heron Therapeutics, Inc. They disclosed beneficial ownership of 12,235,239 shares of Heron common stock, representing 6.7% of the outstanding shares.
The ownership percentage is based on 183,362,522 shares of common stock reported as issued and outstanding as of October 30, 2025 in Heron’s Form 10-Q. The shares are held with shared voting and dispositive power among Clearline Capital LP, Clearline Capital LLC and Marc Majzner, with no sole voting or dispositive power reported.
The filers certify the position is held in the ordinary course of business and not for the purpose of changing or influencing control of Heron Therapeutics, consistent with a passive Schedule 13G/A filing.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
HERON THERAPEUTICS, INC. /DE/
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
427746102
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
427746102
1
Names of Reporting Persons
Clearline Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,235,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,235,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,235,239.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.7 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
427746102
1
Names of Reporting Persons
Clearline Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,235,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,235,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,235,239.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.7 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
427746102
1
Names of Reporting Persons
Marc Majzner
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
12,235,239.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
12,235,239.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,235,239.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
HERON THERAPEUTICS, INC. /DE/
(b)
Address of issuer's principal executive offices:
100 Regency Forest Drive, Suite 300, Cary, NORTH CAROLINA, 27518.
Item 2.
(a)
Name of person filing:
Clearline Capital LP
Clearline Capital LLC
Marc Majzner
Each a "Filer."
(b)
Address or principal business office or, if none, residence:
The address for each Filer is 750 Lexington Avenue, 25th Floor, New York, NY 10022.
(c)
Citizenship:
See Item 4 of the cover page for each Filer.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
427746102
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Item 9 of the cover page for each Filer.
As of December 31, 2025, Clearline Capital LP may be deemed to beneficially own an aggregate of 12,235,239 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Heron Therapeutics, Inc. (the "Issuer"). Ownership percentages are based on 183,362,522 Common Stock reported as issued and outstanding as of October 30, 2025 in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025.
(b)
Percent of class:
See Item 11 of the cover page for each Filer.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of the cover page for each Filer.
(ii) Shared power to vote or to direct the vote:
See Item 6 of the cover page for each Filer.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover page for each Filer.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover page for each Filer.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What stake in Heron Therapeutics (HRTX) does Clearline Capital report?
Clearline Capital reports beneficial ownership of 12,235,239 Heron Therapeutics common shares, equal to 6.7% of the company. This percentage is calculated using 183,362,522 shares outstanding as of October 30, 2025, as disclosed in Heron’s Form 10-Q filing.
Is Clearline Capital’s position in Heron Therapeutics (HRTX) passive or activist?
Clearline Capital characterizes its Heron Therapeutics position as passive, held in the ordinary course of business. The filers certify the securities were not acquired and are not held to change or influence control of Heron, consistent with a Schedule 13G/A passive ownership filing.
Who are the reporting persons in this Heron Therapeutics (HRTX) Schedule 13G/A?
The reporting persons are Clearline Capital LP, Clearline Capital LLC, and Marc Majzner. Each filer reports the same 12,235,239 Heron common shares with shared voting and dispositive power, and no sole voting or dispositive authority over the position, as of December 31, 2025.
How is the 6.7% ownership in Heron Therapeutics (HRTX) calculated?
The 6.7% ownership is based on 12,235,239 Heron common shares beneficially owned by the filers divided by 183,362,522 shares outstanding. The outstanding share count is taken from Heron’s Form 10-Q, which reported that number as issued and outstanding on October 30, 2025.
What voting power does Clearline Capital report over Heron Therapeutics (HRTX) shares?
The filers report shared voting power and shared dispositive power over 12,235,239 Heron common shares, with no sole voting or sole dispositive power. This means decisions to vote or dispose of these shares are made jointly among the reporting persons rather than by any one filer alone.
What certification do the filers make regarding their Heron Therapeutics (HRTX) holdings?
The filers certify the Heron securities were acquired and are held in the ordinary course of business. They further state the holdings are not for the purpose or effect of changing or influencing control of Heron, except for activities solely connected with nominations under the relevant SEC rule.
