Rubric Capital Management LP - 15 Oct 2025 Form 4 Insider Report for HERON THERAPEUTICS, INC. /DE/ (HRTX)

Role
10%+ Owner
Signature
Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer
Issuer symbol
HRTX
Transactions as of
15 Oct 2025
Net transactions value
$0
Form type
4
Filing time
17 Oct 2025, 18:00:57 UTC
Previous filing
15 Aug 2025

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Rubric Capital Management LP 10%+ Owner 155 EAST 44TH ST, SUITE 1630, NEW YORK Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer 17 Oct 2025 0001687509
Rosen David Efraim 10%+ Owner 155 EAST 44TH ST., SUITE 1630, NEW YORK /s/ David Rosen 17 Oct 2025 0001898677

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HRTX Common Stock, par value $0.01 per share ("Common Stock") Conversion of derivative security +946,100 +3.3% 30,046,828 15 Oct 2025 See footnotes F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HRTX Series A Convertible Preferred Stock ("Preferred Shares") Conversion of derivative security $0 -94,610 -100% $0.000000 0 15 Oct 2025 Common Stock 946,100 See footnotes F1, F2, F3
holding HRTX Convertible Senior Unsecured Promissory Notes ("Notes") $35,000,000 15 Oct 2025 See footnote See footnotes F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Preferred Shares automatically converted into Common Stock pursuant to their terms at a conversion price of $1.50.
F2 This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.
F3 The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
F4 The Notes are restated here to correct the maturity date thereof as reported in the Form 4 filed by the Reporting Persons on August 12, 2025.
F5 The Notes convert at an initial conversion rate of 555.5556 per $1,000 principal amount of Notes, subject to adjustment as set forth in that certain Note Purchase Agreement, dated as of August 8, 2025, by and between the Company, the purchasers from time to time party hereto, and Rubric Capital Management LP, as agent for the purchasers. Conversions of the Notes are settled, at the election of the Company, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The Notes bear cash interest at a rate of 5.0% per year until maturity, provided that the Company has the right to pay all accrued and unpaid interest prior to September 1, 2026 in new Notes at a rate of 7.0% per year.
F6 The Notes are convertible after December 31, 2025. The Notes mature on March 1, 2031.