Heron Therapeutics completes comprehensive refinancing, board expansion, and preferred stock issuance

HERON THERAPEUTICS, INC. /DE/

Refinancing closed Aug 12: repurchased $125M of 2026 notes for cash, exchanged $25M for 16.67M shares; issued $35M notes due 2031 at $33.25M.
Private placement raised ~$27.7M: 13.23M common shares at $1.50 and 524,141 Series A convertible preferred (convertible into 5.24M common at $1.50, subject to stockholder approval).
Cooperation Agreement with Rubric Capital expands board to 7 directors, appoints Rubric nominee, includes standstill until Feb 2026 or 30 days before 2026 annual meeting nomination deadline.
New Series A Convertible Preferred: $15 stated value, conversion price $1.50, senior to common on liquidation/dividends, no voting rights except on adverse charter changes.
Hercules term loan facility amended: up to $150M available with $110M funded on closing, includes PIK interest.

Key facts

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

HERON THERAPEUTICS, INC. /DE/: Filing of Certificate of Designation of Series A Convertible Preferred Stock (effective 2025-08-11).

Change: charter amendment
Effective: 2025-08-11

Exact text from the filing

the Board authorized and the Company filed, on August 11, 2025, the Certificate of Designation of Rights, Preferences and Privileges (the “Certificate of Designation’) of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Convertible Preferred Stock”), with the Secretary of State of the State of Delaware.

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HERON THERAPEUTICS, INC. /DE/ filing history →

Source: SEC EDGAR

accession 0000950170-25-107416

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