Heron Therapeutics to sell substantially all assets to CorMedix for $145M cash plus 14.58M shares

HERON THERAPEUTICS, INC. /DE/

Heron will sell substantially all assets to CorMedix for $145.0M cash plus 14,583,333 CorMedix shares; Heron retains NOLs and certain tax attributes.
Consideration includes 5.0% royalties on annual net sales of CINVANTI, SUSTOL and DL-agreement products above $25.0M in each calendar year 2027, 2028 and 2029.
Earn-outs: $25M if ZYNRELEF 2028 net sales reach $65M; additional $30M at $95M, payable in cash/stock at CorMedix's election subject to 19.9% cap.
Deal needs majority Heron stockholder vote and HSR clearance; Rubric, Velan and Heron directors/officers owning ~22% signed support agreements; $4.0M break fee.
Rubric to exchange $35.0M of 2031 convertible notes into CorMedix shares post-closing; Heron to repay Hercules facility; no liquidation planned.

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