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

Role
Director
Signature
/s/ Adam Morgan
Issuer symbol
HRTX
Transactions as of
21 Jul 2023
Net transactions value
+$4,999,884
Form type
4
Filing time
25 Jul 2023, 16:22:46 UTC
Previous filing
19 May 2023
Next filing
17 Aug 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 $3,406,839 +2,486,744 +55% $1.37 6,986,744 21 Jul 2023 By Velan Capital Master Fund LP F1, F2
holding HRTX Common Stock, par value $0.01 per share 37,879 21 Jul 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 $1,593,044 +1,162,891 $1.37 1,162,891 21 Jul 2023 Common Stock, par value $0.01 per share 1,162,891 $0.000100 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.