Heron Therapeutics adopts poison pill to protect $1.37B in NOLs from ownership change

HERON THERAPEUTICS, INC. /DE/

Company holds ~$1.37B in U.S. federal NOLs as of Dec 31, 2024; plan aims to preserve tax asset.
Plan triggers ownership threshold at 4.99%; effective Aug 14, 2025; expires Aug 14, 2026 unless extended.
Adoption satisfies covenant in Note Purchase Agreement with Rubric Capital Management dated Aug 8, 2025.
Rights plan deters any single investor or group from crossing 4.99% beneficial ownership without Board approval.
Board may exempt acquisitions that do not impair NOL availability.

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