Adam Morgan - Jul 21, 2023 Form 4 Insider Report for HERON THERAPEUTICS, INC. /DE/ (HRTX)

Role: Director
Signature: /s/ Adam Morgan
Stock symbol: HRTX
Transactions as of: Jul 21, 2023
Transactions value $: $4,999,884
Form type: 4
Date filed: 7/25/2023, 04:22 PM
Previous filing: May 19, 2023
Next filing: Aug 17, 2023

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	Purchase	$3.41M	+2.49M	+55.26%	$1.37	6.99M	Jul 21, 2023	By Velan Capital Master Fund LP	F1, F2
holding	HRTX	Common Stock, par value $0.01 per share						37.9K	Jul 21, 2023	Direct

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	Pre-funded Warrants to Purchase Common Stock	Purchase	$1.59M	+1.16M		$1.37	1.16M	Jul 21, 2023	Common Stock, par value $0.01 per share	1.16M	$0.00	By Velan Capital Master Fund LP	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.