8-K
filed February 22, 2023, 6:59 PM ET
ticker HRTX
CIK 0000818033
leadership
confidence high
sentiment neutral
materiality 0.70
Heron Therapeutics appoints three new directors, separates Chairman and CEO roles after activist agreement
HERON THERAPEUTICS, INC. /DE/
- Appointed Craig Collard, Adam Morgan (Velan), and Kevin Kotler to Board; Board expands to eight directors.
- Directors Stephen Davis and Kimberly Manhard resigned; seven of eight directors now independent.
- Company to separate Chairman and CEO roles after 2023 Annual Meeting.
- Cooperation agreement with Rubric Capital and Velan Capital includes standstill, voting commitments, and board composition terms.
- New directors will stand for election at 2023 Annual Meeting; Board committees assigned.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig Collard was appointed as Director at HERON THERAPEUTICS, INC. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board increased the size of the Board from seven to eight directors and appointed Adam Morgan, Craig Collard, and Kevin Kotler to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kimberly Manhard resigned as Director at HERON THERAPEUTICS, INC. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Directors Stephen Davis and Kimberly Manhard resigned as members of the Board effective February 21, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Davis resigned as Director at HERON THERAPEUTICS, INC. /DE/.
- Action
- resigned
- Role
- Director
Exact text from the filing
Directors Stephen Davis and Kimberly Manhard resigned as members of the Board effective February 21, 2023.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Adam Morgan was appointed as Director at HERON THERAPEUTICS, INC. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board increased the size of the Board from seven to eight directors and appointed Adam Morgan, Craig Collard, and Kevin Kotler to the Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin Kotler was appointed as Director at HERON THERAPEUTICS, INC. /DE/.
- Action
- appointed
- Role
- Director
Exact text from the filing
the Board increased the size of the Board from seven to eight directors and appointed Adam Morgan, Craig Collard, and Kevin Kotler to the Board.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 1.0
HERON THERAPEUTICS, INC. /DE/ entered into Cooperation Agreement with Rubric Capital Management LP, Velan Capital Investment Management LP, and the persons and entities listed on Schedules A and B thereto (effective 2023-02-21).
- Action
- entry
- Counterparty
- Rubric Capital Management LP, Velan Capital Investment Management LP, and the persons and entities listed on Schedules A and B thereto
- Effective
- 2023-02-21
Exact text from the filing
On February 21, 2023, Heron Therapeutics, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Rubric Capital Management LP and the persons and entities listed on Schedule A thereto (collectively, “Rubric”), Velan Capital Investment Management LP and the persons and entities listed on Schedule B thereto (collectively, “Velan” and, together with Rubric, the “Investor Group”) regarding certain changes to the composition of the Company’s Board of Directors (the “Board”) and other related matters.
View on SEC.gov
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