Form 4 for HRTX HERON THERAPEUTICS, INC. /DE/

Accepted 2023-07-25 00:00:00 ET · period of report 2023-07-21 · accession 0000921895-23-001721 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2023-07-25	2023-07-21	HRTX	Morgan Adam	Dir	P - Purchase	$1.37	+2.49M	6.99M	+55%	+$3.41M
DI	2023-07-25	2023-07-21	HRTX	Morgan Adam	Dir	P - Purchase	$1.37	+1.16M	1.16M	New	+$1.59M

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Common Stock, par value $0.01 per share	2023-07-21	P	A	2,486,744	$1.37	6,986,744	I By Velan Capital Master Fund LP	—	—	(F1) The Issuer entered into a Securities Purchase Agreement with certain investors (collectively the "Purchasers"), including Velan Capital Master Fund LP ("Velan Master"), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a private placement shares of the Issuer's Common Stock or pre-funded warrants in lieu thereof (the "Pre-Funded Warrants") at a per share purchase price equal to $1.37 (less $0.0001 for each Pre-Funded Warrant, as applicable). (F2) Securities owned directly by Velan Master. Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
2	Derivative	Pre-funded Warrants to Purchase Common Stock	2023-07-21	P	A	1,162,891	$1.37	1,162,891	I By Velan Capital Master Fund LP	$0.00 · — to —	1,162,891 Common Stock, par value $0.01 per share	(F1) The Issuer entered into a Securities Purchase Agreement with certain investors (collectively the "Purchasers"), including Velan Capital Master Fund LP ("Velan Master"), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a private placement shares of the Issuer's Common Stock or pre-funded warrants in lieu thereof (the "Pre-Funded Warrants") at a per share purchase price equal to $1.37 (less $0.0001 for each Pre-Funded Warrant, as applicable). (F2) Securities owned directly by Velan Master. Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. (F3) The Pre-Funded Warrants are exercisable immediately and will expire when exercised in full, however, the Pre-Funded Warrants cannot be exercised by Velan Master if, after giving effect thereto, Velan Master (together with its affiliates) would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 4.99% of the outstanding shares of Common Stock. Such ownership limitation may be increased upon 61 days' notice to the Issuer.