Heron Therapeutics Enters Material Agreement

TL;DR

Heron Therapeutics (HRTX) signed a big deal and changed some corporate stuff. Details in the 8-K.

AI Summary

Heron Therapeutics, Inc. announced on August 13, 2025, that it entered into a material definitive agreement. The company also reported on material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws, along with other events and financial statements. The filing was made on August 15, 2025.

Why It Matters

This filing indicates significant corporate actions by Heron Therapeutics, potentially impacting its business operations, financial structure, or shareholder rights.

Risk Assessment

Risk Level: medium — Material definitive agreements and modifications to security holder rights can introduce significant business or financial risks.

Key Players & Entities

• Heron Therapeutics, Inc. (company) — Registrant
• August 13, 2025 (date) — Earliest event reported
• August 15, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 94-2875566 (identifier) — I.R.S. Employer Identification No.
• 001-33221 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share HRTX The Nasdaq Capital M
• $7.00 — (the "Preferred Stock"), at a price of $7.00 per one one-thousandth of a share of Pr
• $1.00 — end payment equal to the greater of (i) $1.00 or (ii) 1,000 times the dividend, if an
• $1,000 — mum preferential liquidation payment of $1,000 per share (plus any accrued but unpaid

Filing Documents

• hrtx-20250813.htm (8-K) — 95KB
• hrtx-ex3_1.htm (EX-3.1) — 59KB
• hrtx-ex4_1.htm (EX-4.1) — 561KB
• hrtx-ex99_1.htm (EX-99.1) — 12KB
• 0000950170-25-109234.txt ( ) — 968KB
• hrtx-20250813.xsd (EX-101.SCH) — 50KB
• hrtx-20250813_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. To the extent required by Item 1.01 of Form 8-K, the information set forth under Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On August 13, 2025, the Board of Directors (the "Board") of Heron Therapeutics, Inc. (the "Company") adopted a Tax Benefit Preservation Plan, dated August 14, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (as amended from time to time, the "Plan"). By adopting the Plan, the Board is seeking to protect the Company's ability to carry forward its net operating losses (collectively, "NOLs"). For federal and state income tax purposes, the Company may "carry forward" NOLs in certain circumstances to offset current and future taxable income, which will reduce future federal and state income tax liability, subject to certain requirements and restrictions. However, if the Company were to experience an "ownership change," as defined in Section 382 of the Internal Revenue Code (the "Code"), its ability to utilize these NOLs to offset future taxable income could be significantly limited. Generally, an "ownership change" would occur if the percentage of the Company's stock owned by one or more "five percent stockholders" increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period. Recent financing transactions by the Company to raise capital and fund the Company's operations have increased the beneficial ownership of the Company's common stock, par value $0.01 per share ("Common Stock") held by certain of the Company's existing investors, which has increased the risk of an ownership change under Section 382 of the Code. The Plan is intended to act as a deterrent to any person acquiring 4.99% or more of the outstanding shares of the Company's Common Stock, or any existing 4.99% or greater holder from acquiring any additional shares of Common Stock, in each case, without the approval of the Board and thus mitigate the threat that stock ownership changes present to the Company'

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The terms, rights, obligations and preferences of the Preferred Stock are set forth in the Certificate of Designation of Series B Preferred Stock (the "Certificate of Designation"), which was filed with the Secretary of State of the State of Delaware on August 14, 2025. The following description of the Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation. A copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Shares of Preferred Stock purchasable upon exercise of the Rights will not be redeemable. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 per share, and (b) an amount equal to 1,000 times the dividend declared per share of Common Stock. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to a preferential payment equal to $1,000 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, before any distribution is made on securities ranking junior to the Preferred Stock. Each share of Preferred Stock will have 1,000 votes, voting together with the Class A Common Stock and the Class B Common Stock. Finally, in the event of any merger, consolidation or other transaction in which outstanding shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 1,000 times the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the value of the one one-thousandth interest in a share o

01 Other Events

Item 8.01 Other Events. On August 15, 2025, the Company issued a press release announcing the adoption of the Tax Benefit Preservation Plan, which is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Series B Preferred Stock filed with the Secretary of State of the State of Delaware on August 14, 2025 4.1 Tax Benefit Preservation Plan between Heron Therapeutics, Inc. and Computershare Trust Company N.A. dated August 14, 2025, which includes the Form of Certificate of Designations of Series B Preferred Stock as Exhibit A, Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C. 99.1 Press Release, dated August 15, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Heron Therapeutics, Inc. Date: August 15, 2025 /s/ Ira Duarte Ira Duarte Executive Vice President, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR