Heron Therapeutics Reports Undisclosed Material Definitive Agreement

TL;DR

**Heron Therapeutics signed a big deal, but they're not telling us what it is yet!**

AI Summary

Heron Therapeutics, Inc. filed an 8-K on January 11, 2024, to report an "Entry into a Material Definitive Agreement" that occurred on January 5, 2024. While the filing indicates a significant agreement, it does not disclose the specific details or parties involved in this agreement. This matters to investors because a material definitive agreement can significantly impact the company's future operations, financial health, and stock value, but without details, the impact remains unknown.

Why It Matters

This filing signals a potentially significant business development for Heron Therapeutics, but the lack of specific details leaves investors in the dark about its nature and potential impact on the company's future performance and stock price.

Risk Assessment

Risk Level: medium — The risk is medium because a material definitive agreement could be very positive or negative, and the lack of transparency creates uncertainty for investors.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for details regarding the "Material Definitive Agreement" to understand its potential impact before making any investment decisions.

Key Players & Entities

• Heron Therapeutics, Inc. (company) — the registrant filing the 8-K
• January 5, 2024 (date) — date of the earliest event reported (entry into material definitive agreement)
• January 11, 2024 (date) — date the 8-K was filed
• 001-33221 (other) — Commission File Number for Heron Therapeutics

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share HRTX The Nasdaq Capital M
• $5,000,000 — in cash compensation in an amount up to $5,000,000 throughout the term of the Co-Promotion

Filing Documents

• d636605d8k.htm (8-K) — 30KB
• d636605dex991.htm (EX-99.1) — 10KB
• 0001193125-24-006600.txt ( ) — 165KB
• hrtx-20240105.xsd (EX-101.SCH) — 3KB
• hrtx-20240105_lab.xml (EX-101.LAB) — 18KB
• hrtx-20240105_pre.xml (EX-101.PRE) — 11KB
• d636605d8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 5, 2024, Heron Therapeutics, Inc. (the "Company") and Crosslink Network, LLC ("Crosslink") entered into a Co-Promotion Agreement (the "Co-Promotion Agreement"). Pursuant to the Co-Promotion Agreement, the Company appointed Crosslink to co-promote the sale of ZYNRELEF (bupivacaine and meloxicam) extended-release solution (the "Product") in the United States on a co-exclusive basis for all of the Product's current and future U.S. Food and Drug Administration ("FDA") approved indications involving surgical procedures performed within the United States during the term of the Co-Promotion Agreement. Under the Co-Promotion Agreement, Crosslink commits to having: (i) at least 325 sales representatives promoting the Product within the United States by July 1, 2024 and (ii) at least 650 sales representatives promoting the Product within the United States by January 1, 2025 and continuing thereafter throughout the term of the Co-Promotion Agreement. Pursuant to the Co-Promotion Agreement, the Company commits to paying Crosslink certain cash base compensation on a fixed-fee per vial basis, based on growth over a pre-determined baseline period. The Company also commits to paying Crosslink certain cash compensation in an amount up to $5,000,000 throughout the term of the Co-Promotion Agreement if certain year-over-year sales-growth milestones are met. In addition, the Company commits to awarding to a limited liability company ("Crosslink Newco") to be formed by Crosslink up to 1,666,670 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, subject to certain performance criteria pursuant to the Co-Promotion Agreement. In the event the Co-Promotion Agreement expires or is terminated, any shares subject to this award that have not been awarded at the time of such expiration or termination are automatically forfeited by Crosslink Newco. In the event the Company undergoes a Change

01

Item 9.01.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. The following exhibit is furnished as part of this report: Exhibit Number Description 99.1 Press Release, dated January 7, 2024. 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: January 11, 2024 /s/ Ira Duarte Ira Duarte Executive Vice President, Chief Financial Officer