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.