UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2025 (August 8, 2025)

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     001-33221

     94-2875566

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (I.R.S. Employer
Identification No.)


100 Regency Forest Drive, Suite 300, Cary, NC		27518
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (858) 251-4400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HRTX	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Secured~~Cooperation ~~Debt Transaction~~Agreement

On August 8, 2025, Heron Therapeutics, Inc. (the “Company”), ~~together with certain of its subsidiaries,~~ entered into ana ~~amendment~~Cooperation Agreement (the “~~Second~~Cooperation ~~Amendment~~Agreement”) towith ~~that~~Rubric ~~certain Working~~ Capital ~~Facility~~Management ~~Agreement,~~LP ~~dated August 9, 2023~~ (~~as amended, the~~ “~~Loan Agreement~~Rubric”), ~~with~~regarding ~~Hercules~~certain ~~Capital,~~changes ~~Inc.,~~to asthe ~~administrative~~composition ~~agent~~of ~~and~~the ~~collateral~~Company’s ~~agent,~~Board ~~and~~of Directors (the ~~several~~“Board”) ~~banks~~ and other ~~financial~~related ~~institutions or entities from time to time parties thereto~~matters.

~~The~~Pursuant ~~Second Amendment amends the Loan Agreement (a)~~ to ~~increase~~ the ~~aggregate principal amount of~~ terms ~~loans~~ of ~~up to $150.0 million plus accrued and unpaid paid-in-kind interest on~~ the ~~existing~~Cooperation ~~debt~~Agreement, ~~with~~the ~~tranched~~Company ~~availability~~has asagreed ~~follows~~to: ~~$110.0 million plus accrued and unpaid paid-in-kind interest on the existing debt at closing~~ (~~“tranche~~ 1”), ~~$20.0~~increase ~~million available through December 15, 2026 (“tranche 2”), and $20.0 million available from~~ the ~~earlier~~size of: ~~(i)~~ the ~~full~~Board ~~draw~~from ofsix ~~tranche~~to 2seven ~~and~~directors; (ii2) ~~September~~appoint ~~30,~~a ~~2027~~director ~~(“tranche~~nominated ~~3”),~~by ~~and~~Rubric in (the ~~case~~“New ~~of tranches 2 and 3, subject to certain customary conditions to draw down, (b~~Director”) to ~~extend~~serve ~~the~~as ~~maturity~~a ~~date~~director ~~under~~of the ~~Loan~~Company; ~~Agreement to the earlier of~~ (i3) ~~September~~include 1,the ~~2030~~New ~~and~~Director ~~(ii)~~in to the ~~extent that the~~ Company’s ~~issues~~slate ~~convertible~~of ~~indebtedness,~~nominees for the ~~date~~election ~~180~~of ~~days~~directors ~~prior~~at to the ~~stated~~Company’s ~~maturity~~2026 ~~thereof,~~annual ~~(c)~~meeting toof ~~adjust~~stockholders (the ~~interest~~“2026 ~~rate~~Annual ~~to Prime (7.5% floor~~Meeting”) ~~plus 1.95% cash interest~~ and ~~1.00%~~recommend ~~paid-in-kind~~that ~~interest~~the ~~and~~Company’s ~~(d)~~stockholders tovote ~~provide~~in ~~for~~favor ~~payment~~ of athe ~~1.00%~~New ~~upfront~~Director's ~~facility~~election ~~charge~~at ~~and an end of term charge of up to 6.25%, depending on~~ the ~~end~~2026 ofAnnual ~~term~~Meeting. ~~The loans thereunder do not have any scheduled amortization payments. The Secured Debt Transaction expected to close on August 12, 2025, subject to other customary closing conditions.~~

~~Convertible~~The ~~Note~~Cooperation ~~Exchange~~Agreement includes certain standstill and mutual non-disparagement provisions (subject to certain carveouts and exceptions) that generally remain in place during the period beginning upon the execution of the Cooperation Agreement and ending the earlier of (i) thirty (30) days prior to the nomination deadline for the Company’s 2026 Annual Meeting, (ii) February 12, 2026 and (iii) one hundred and twenty (120) days prior to the first anniversary of the 2025 annual meeting of stockholders.

OnThe ~~August~~foregoing 8,description ~~2025,~~of the ~~Company~~Cooperation ~~entered into an Exchange~~ Agreement ~~(the~~does ~~“Exchange~~not ~~Agreement”)~~purport ~~with the investors party thereto (collectively, the “Holders”), pursuant~~ to ~~which~~be ~~the~~complete ~~Company~~ and ~~the~~is ~~Holders~~qualified ~~have agreed to the following: (i) the Company and the Holders will exchange senior unsecured convertible promissory notes~~ in anits ~~aggregate~~entirety ~~principal amount of $150.0 million (the “Existing Notes”) that were issued and sold~~ by ~~the~~reference ~~Company~~ to the ~~Holders~~full ~~pursuant~~text ~~to that certain note purchase agreement, dated as~~ of ~~May 24, 2021, of which an aggregate principal amount of $25.0 million of~~ the ~~Existing~~Cooperation ~~Notes~~Agreement ~~will~~filed beas ~~exchanged~~Exhibit ~~for shares of the Company’s common stock, par value $0~~10.011 ~~per~~hereto ~~share (the “Common Stock”)~~ and ~~(ii)~~is ~~the~~hereby ~~remaining~~incorporated ~~aggregate principal amount of $125.0 million of the Existing Notes, together with all accrued and unpaid interest thereon, will be repaid in cash~~ by ~~the Company to the Holders (the “Note Exchange”)~~reference. The Exchange Agreement contains customary representations and warranties, agreements and obligations and termination provisions. The Note Exchange is expected to close on August 12, 2025, subject to other customary closing conditions.

~~Convertible~~Item ~~Note~~5.03 Amendments ~~Issuance~~to Articles of Incorporation or Bylaws; Change in Fiscal Year.

OnCertificate August 8, 2025, the Company, entered into a Note Purchase Agreement (the “2031 Note Purchase Agreement”) with the purchasers from time to time party thereto (collectively, the “Purchasers”) and Rubric Capital Management LP, a Delaware limited partnership (“Rubric”), as agent for the Purchasers, pursuant to which the Company will issue and sell to the Purchasers convertible senior unsecured promissory notes for an aggregate purchase price of ~~$35.0~~Designation ~~million pursuant to exemptions from registration under Section 4(a)(2) under the Securities Act~~ of ~~1933,~~Series asA ~~amended (the “~~Convertible ~~Note~~Preferred Issuance”). The Convertible Note Issuance provides for (i) a term of 55 months, (ii) a 5% original issuance discount, (iii) 5% per annum interest, (iv) the Company shall have the right to pay interest in kind for the first twelve months at a 7% rate, and (v) convertible into Common Stock at $1.80 per share , subject to Stockholder Approval as defined below. The 2031 Note Purchase Agreement contains customary representations and warranties, agreements and obligations and termination provisions. The Convertible Note Issuance is expected to close on August 12, 2025, subject to other customary closing conditions.

~~Private~~Pursuant ~~Placement~~to authority expressly vested in the Board by the Company’s certificate of incorporation, as amended (the “Certificate of Incorporation”), the Board authorized and the Company filed, on August 11, 2025, the Certificate of Designation of Rights, Preferences and Privileges (the “Certificate of Designation’) of Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Convertible Preferred Stock”), with the Secretary of State of the State of Delaware. The Certificate of Designation sets forth the rights, preferences, powers, designations, restrictions and limitations of the Series A Convertible Preferred Stock.

OnThe ~~August~~following 8,is ~~2025, the Company entered into~~ a ~~securities~~summary ~~purchase~~of ~~agreement~~key ~~(the~~terms ~~“Purchase~~of ~~Agreement”) with~~ the ~~purchasers~~Series ~~identified~~A onConvertible ~~the~~Preferred ~~signature pages thereto (collectively, the “Purchasers”), in connection with the private~~ Stock:

~~sale~~Designation ofand ~~(i)~~Amount. ~~13,225,227~~A ~~unregistered~~total ~~shares~~ of ~~the Company’s Common Stock and (ii)~~ 524,141 ~~unregistered~~ shares of ~~the Company’s~~ Series A Convertible Preferred Stock, ~~par~~are ~~value~~authorized ~~$0.01~~for ~~per~~issuance ~~share,~~under ~~which~~the ~~shall~~Certificate ~~automatically~~of ~~convert~~Designation. ~~upon~~The ~~Stockholder Approval (as defined below) into 5,241,410~~ shares of ~~Common~~Series ~~Stock~~A ~~(the~~Convertible “Preferred Stock” ~~and~~have ~~together with the Common Stock, the “Private Shares”), in~~ a ~~private~~stated ~~placement~~value ~~at a purchase price~~ of $115.5000 per share ~~(the~~and ~~“Purchase~~are ~~Price”)~~convertible ~~for~~into anshares ~~aggregate investment amount~~ of ~~approximately $27.7 million (~~the ~~“Private~~Company’s ~~Placement”).~~common ~~The Purchase Agreement contains customary representations and warranties~~stock, ~~agreements~~par ~~and~~value ~~obligations and termination provisions~~$0.01 ~~The~~per ~~issuance~~share ~~of the Private Shares in the Private Placement described above was made in reliance on the exemption from registration afforded under Section 4~~(~~a)(2) of~~ the ~~Securities Act of 1933, as amended (the~~ “~~Securities~~Common ~~Act~~Stock”), ~~and/or~~at ~~Rule~~a ~~506~~conversion price of ~~Regulation D under the Securities Act~~$1.50 ~~The~~per ~~Private Placement is expected to close on August 12~~share, ~~2025,~~ subject to ~~other~~certain ~~customary closing conditions~~adjustments.

~~The~~Dividends. ~~Company~~Holders ~~intends~~of toSeries ~~use~~A ~~the~~Convertible ~~proceeds~~Preferred ~~from~~Stock ~~the~~are ~~Private~~entitled ~~Placement~~to ~~for~~dividends ~~working~~on ~~capital~~an ~~and~~as-if-converted ~~general~~basis ~~corporate~~in ~~purposes.~~the ~~The~~same ~~Company’s~~form ~~management~~as ~~will~~any ~~retain~~dividends ~~broad~~actually ~~discretion~~paid ~~over~~on ~~the~~shares ~~allocation~~of Common Stock or other securities of the ~~net proceeds~~Company.

Ranking. The ~~Company~~Series ~~intends~~A ~~to seek stockholder approval (the “Stockholder Approval”) pursuant to the applicable rules of the Nasdaq Stock Market to approve the conversion of the~~ Convertible ~~Note Issuance and the~~ Preferred Stock ~~into Common Stock. The Company~~ will ~~file~~rank asenior ~~preliminary~~to ~~proxy~~Common ~~statement~~Stock ~~for~~with ~~such~~respect ~~Stockholder~~to ~~Approval~~dividend ~~within~~rights ~~thirty~~and ~~(30)~~rights ~~days~~on ~~of Closing. In addition,~~ the ~~Company~~distribution ~~has~~of ~~agreed~~assets toon ~~file~~any avoluntary ~~resale~~or ~~registration~~involuntary ~~statement~~liquidation, ~~within~~dissolution ~~thirty~~or ~~(30)~~winding ~~days~~up of ~~Closing to register~~ the ~~shares~~affairs of ~~Common Stock to be issued in connection with~~ the ~~transactions described above~~Company.

AVoting ~~copy~~Rights. ofExcept ~~each~~as ofotherwise ~~the~~required ~~Second~~by ~~Amendment~~law, the ~~Exchange~~holders ~~Agreement,~~of ~~the~~Series ~~2031~~A ~~Note~~Convertible ~~Purchase~~Preferred ~~Agreement~~Stock ~~and~~have ~~the~~no ~~Purchase~~right ~~Agreement will be filed as an amendment~~ to ~~this~~vote ~~report~~ on ~~Form~~matters ~~8-K~~submitted orto ~~with~~ a ~~new~~vote ~~Form 8-K. The foregoing descriptions~~ of the ~~Second~~Company’s ~~Amendment,~~stockholders. Without the ~~Exchange~~prior ~~Agreement,~~written ~~the~~consent ~~2031~~of ~~Note~~a ~~Purchase~~majority ~~Agreement~~of ~~and~~ the ~~Purchase~~outstanding ~~Agreement~~shares doof ~~not~~Series ~~purport~~A toConvertible bePreferred ~~complete~~Stock, ~~and~~the ~~are~~Company ~~qualified~~may innot: ~~their~~(i) ~~entirety~~amend byits ~~reference~~Certificate ~~to such exhibits. The provisions~~ of ~~the~~Incorporation ~~foregoing agreements,~~ (including the ~~representations~~Certificate ~~and warranties contained therein, are not for the benefit~~ of ~~any~~Designation) ~~party~~in ~~other than the parties to such agreement and are not intended as~~ a ~~document~~manner ~~for~~adverse ~~investors and the public~~ to ~~obtain factual information about~~ the ~~current~~Series ~~state~~A ofConvertible ~~affairs~~Preferred ofStock; ~~the~~(ii) ~~Company.~~create ~~Rather,~~or ~~investors~~authorize ~~and~~ the ~~public~~creation ~~should~~of ~~look~~any to other ~~disclosures~~security ~~contained~~convertible ininto ~~the~~or ~~Company’s~~exercisable ~~filings~~for ~~with~~any ~~the~~equity ~~U.S.~~security ~~Securities and Exchange Commission.~~

~~Item~~ranking ~~2.02~~as ~~Results~~to dividends, redemption or distribution of ~~Operations~~assets ~~and~~upon ~~Financial~~a ~~Condition~~liquidation senior to, the Series A Convertible Preferred Stock, or increase the authorized number of shares of Series A Convertible Preferred Stock; or (iii) enter into any agreement with respect to any of the foregoing.

OnConversion. ~~August~~Upon 8,receipt ~~2025,~~of the ~~Company~~requisite ~~issued~~votes aof ~~press~~the ~~release~~Company’s ~~announcing~~stockholders ~~its~~required ~~financial~~to ~~results~~approve ~~for~~the issuance of the ~~three~~Common ~~and~~Stock ~~six~~to ~~months~~be ~~ended~~issued ~~June~~upon ~~30,~~conversion ~~2025~~of the Series A Convertible Preferred Stock (“~~Earnings~~Stockholder ~~Press Release~~Approval”)., each share of Series A ~~copy~~Convertible Preferred Stock will, without any further action on the part of the ~~Earnings~~holder ~~Press~~or ~~Release~~the isCompany, ~~furnished~~automatically be converted into shares of Common Stock as ~~Exhibit~~determined 99by dividing the stated value by the conversion price then in effect. The Series A Convertible Preferred Stock will not be convertible into Common Stock until receipt of Stockholder Approval. The conversion price of $1.50 per share is subject to appropriate adjustment in the event of a stock split, stock dividend, combination or other recapitalization affecting the Common Stock.

Beneficial Ownership Limitation. The ~~information~~shares inof ~~this~~Series ~~Item~~A ~~2.02~~Convertible ~~and~~Preferred ~~Exhibit~~Stock ~~99.1~~are ~~attached~~convertible ~~hereto~~into isshares ~~intended~~of toCommon beStock ~~furnished~~at ~~and~~the ~~shall~~conversion ~~not~~price bein ~~deemed~~effect ~~“filed”~~at ~~for~~the ~~purposes~~time of ~~Section~~conversion, 18except ofthat, ~~the~~subject ~~Securities~~to ~~Exchange~~certain ~~Act~~limited exceptions, no holder of ~~1934,~~Series asA ~~amended~~Convertible (Preferred Stock may convert the ~~“Exchange~~Series ~~Act”)~~A Convertible Preferred Stock if, orafter ~~otherwise~~giving ~~subject~~effect to the ~~liabilities~~conversion, the holder and all affiliated persons would own beneficially more than 4.99% of ~~that~~Common ~~section~~Stock, ~~nor~~subject ~~shall~~to itadjustment beup ~~deemed~~to ~~incorporated~~9.99% byor ~~reference~~19.99% solely at the holder’s discretion (the “Beneficial Ownership Limitation”); provided that in ~~any~~no ~~filing~~event ~~under~~shall the ~~Securities~~Beneficial ~~Act~~Ownership Limitation exceed 19.99% of ~~1933~~the outstanding shares of Common Stock. A holder may, asupon ~~amended~~notice to the Company, increase or decrease the ~~Exchange~~Beneficial ~~Act,~~Ownership ~~except~~Limitation asbut ~~expressly~~any ~~set~~such ~~forth~~increase bywill ~~specific~~not ~~reference~~be ineffective until the 61st day after such ~~filing~~notice is delivered to the Company.

~~Item 2~~Liquidation.~~03 Creation~~ In the event of athe ~~Direct~~dissolution ~~Financial~~and ~~Obligation~~winding orup anof ~~Obligation~~the ~~under~~Company, anthe ~~Off-Balance~~proceeds ~~Sheet~~available ~~Arrangement~~for distribution to its stockholders would be paid pari passu among the holders of ashares ~~Registrant~~of Common Stock and Series A Convertible Preferred Stock, pro rata based upon the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted into Common Stock.

ToThe foregoing description of the ~~extent~~Certificate ~~required~~of byDesignation ~~Item~~does ~~2.03~~not ofpurport ~~Form~~to ~~8-K,~~be ~~the~~complete ~~information~~and ~~set~~is ~~forth~~qualified ~~under~~in ~~Item~~its ~~1.01~~entirety by reference to the full text of ~~this~~the ~~Current~~Certificate ~~Report~~of onDesignation ~~Form~~filed ~~8-K~~as Exhibit 3.1 hereto and is hereby incorporated by reference.

Item 3.02 Unregistered Sale of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference.

Item 8.01 Other Events.

OnRefinancing August 8, 2025, the Company issued a press release announcing (i) the Second Amendment, (ii) the Note Exchange, (iii) the Convertible Note Issuance and (iv) the Private Placement, which is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.Transactions

As previously disclosed, on August 8, 2025, the Company entered into (i) an amendment (the “Second Amendment”) to that certain Working Capital Facility Agreement, dated August 9, 2023, with Hercules Capital, Inc., as administrative agent and collateral agent, and the several banks and other financial institutions or entities from time to time parties thereto, to increase the aggregate principal amount of terms loans of up to $150.0 million plus accrued and unpaid paid-in-kind interest on the existing debt, with $110.0 million plus accrued and unpaid paid-in-kind interest on the existing debt funded on the Closing Date (the “Secured Debt Transaction”); (ii) an exchange agreement (the “Exchange Agreement”) with the investors party thereto (collectively, the “Holders”), pursuant to which the Company and the Holders have exchanged the Company’s $150.0 million aggregate principal amount of senior unsecured convertible promissory notes due 2026 (the “Existing Notes”), of which (A) an aggregate principal amount of $25.0 million of the Existing Notes were exchanged for 16,666,666 shares of the Common Stock and (B) the remaining aggregate principal amount of $125.0 million of the Existing Notes, together with all accrued and unpaid interest thereon, were repaid in cash by the Company to the Holders (the “Convertible Note Exchange”); (iii) a note purchase agreement (the “Note Purchase Agreement”) with the purchasers from time to time party thereto (collectively, the “Purchasers”) and Rubric, as agent for the Purchasers, pursuant to which the Company has issued and sold to the Purchasers $35.0 million aggregate principal amount of convertible senior unsecured promissory notes due 2031 for an aggregate purchase price of $33.25 million pursuant to exemptions from registration under Section 4(a)(2) under the Securities Act of 1933 (the “Securities Act”), as amended (the “Convertible Note Issuance”); and (iv) a securities purchase agreement (the “Purchase Agreement”) with the purchasers identified on the signature pages thereto, in connection with a private placement of (A) 13,225,227 unregistered shares of Common Stock at a purchase price of

$1.50 per share and (B) 524,141 unregistered shares of Series A Convertible Preferred Stock which shall automatically convert upon Stockholder Approval into 5,241,410 shares of Common Stock, at a conversion price of $1.50 per share (stated value of $15.00 per share) for an aggregate investment amount of approximately $27.7 million, pursuant to exemptions from registration under Section 4(a)(2) under the Securities Act and/or Rule 506 of Regulation D under the Securities Act (the “Private Placement,” and together with the Secured Debt Transaction, the Convertible Note Exchange and the Convertible Note Issuance, the “Refinancing Transactions”).

The Refinancing Transactions closed on August 12, 2025 (the “Closing Date”).

The foregoing descriptions of the Second Amendment, the Exchange Agreement, the Note Purchase Agreement and the Purchase Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, the Exchange Agreement, the Note Purchase Agreement and the Purchase Agreement, which are filed as Exhibits 10.2, 10.3, 10.4 and 10.5 hereto, respectively, and are hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 8, 2025
3.1		Certificate of Designation of Rights, Preferences and Privileges of Series A Convertible Preferred Stock of Heron Therapeutics, Inc.
99.2		Press Release regarding Second Amendment, Note Exchange, Convertible Note Issuance and Private Placement, dated August 8, 2025
10.1		Cooperation Agreement, dated August 8, 2025, by and among Heron Therapeutics, Inc. and Rubric Capital Management LP.
10.2		Second Amendment to Working Capital Facility Agreement, dated August 8, 2025, by and among Heron Therapeutics, Inc., Hercules Capital, Inc., as administrative agent and collateral agent, and the lenders party thereto.
10.3		Exchange Agreement, dated August 8, 2025, by and among Heron Therapeutics, Inc. and the holders party thereto.
10.4		Note Purchase Agreement, dated August 8, 2025, by and among Heron Therapeutics, Inc., the purchasers party from time to time thereto and Rubric Capital Management LP.
10.5		Securities Purchase Agreement, dated August 8, 2025, by and among Heron Therapeutics, Inc. and the purchasers party thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Heron Therapeutics, Inc.
Date: August 8, 2025			/s/ Ira Duarte
Date: August 12, 2025			/s/ Ira Duarte
			Ira DuarteExecutive Vice President, Chief Financial Officer

Filing Compare · HERON THERAPEUTICS, INC. /DE/