CorMedix to acquire Heron Therapeutics assets for $145M cash plus 14.58M shares

CorMedix Inc.

CorMedix and Heron signed an asset purchase agreement on Nov. 8, 2026; CorMedix will buy substantially all Heron assets and assume specified liabilities.
Consideration: $145.0M cash (subject to working-capital adjustments; $2.0M escrow) and 14,583,333 CRMD shares; post-closing adjustments capped at $10.0M either way.
Heron also gets 5.0% royalties on 2027-2029 annual net sales above $25M for CINVANTI, SUSTOL and multi-product license products; ZYNRELEF earn-outs $25M at $65M 2028 sales and $30M more at $95M.
Financing: $150M senior secured term loan from Pharmakon/BioPharma Credit; $75M Tranche A funds the deal, up to $75M Tranche B for acquisitions; SOFR floor 3.50% + 5.75%, five-year maturity, 1.5% fee.
Heron stockholder majority approval and HSR clearance are required; no CorMedix vote; Rubric, Velan funds and Heron directors/officers (~22%) signed support agreements; $4.0M termination fee.

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