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

Accepted 2025-08-12 00:00:00 ET · period of report 2025-08-08 · accession 0000921895-25-002160 · 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	2025-08-12	2025-08-08	HRTX	Morgan Adam	Dir	P - Purchase	$1.50	+1.77M	8.75M	+25%	+$2.65M
DI	2025-08-12	2025-08-08	HRTX	Morgan Adam	Dir	P - Purchase	$15.00	+70.0K	70.0K	New	+$1.05M

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	2025-08-08	P	A	1,766,546	$1.50	8,753,290	I By Velan Capital Master Fund LP	—	—	(F1) The Issuer entered into a Securities Purchase Agreement (the "SPA") 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, par value $0.01 per share (the "Common Stock"), and shares of the Issuer's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), at a purchase price of $1.50 per share of Common Stock and $15 per share of Series A Preferred Stock. The transaction closed on August 12, 2025. (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	Series A Convertible Preferred Stock	2025-08-08	P	A	70,012	$15.00	70,012	I By Velan Capital Master Fund LP	$1.50 · — to —	700,120 Common Stock	(F3) Velan Master purchased 70,012 shares of Series A Preferred Stock pursuant to the terms of the SPA and the Certificate of Designation of Rights, Preferences and Privileges of Series A Convertible Preferred Stock of Heron Therapeutics, Inc., dated August 8, 2025 (the "Certificate of Designation"). The conversion price of the Series A Preferred Stock is $1.50 per share. (F1) The Issuer entered into a Securities Purchase Agreement (the "SPA") 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, par value $0.01 per share (the "Common Stock"), and shares of the Issuer's Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), at a purchase price of $1.50 per share of Common Stock and $15 per share of Series A Preferred Stock. The transaction closed on August 12, 2025. (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. (F4) Pursuant to the terms of the SPA, upon approval of the Stockholder Approval Proposal (as defined in the SPA), all of the outstanding shares of Series A Preferred Stock will automatically convert into shares of Common Stock at the applicable conversion price, plus accrued and unpaid dividends, subject to the terms and conditions set forth in the Certificate of Designation. However, the Series A Preferred Stock shall not be converted if, after giving effect thereto, Velan Master (together with its affiliates) would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the outstanding shares of Common Stock. Such ownership limitation may be increased upon 61 days' notice to the Issuer.