(HRTX)

Reporting relationship: Director
Issuer ticker: HRTX
Reported as of: 08 Aug 2025
Net transaction value: +$3,699,999
SEC form: 4
Accepted by SEC: 12 Aug 2025, 17:02:36 UTC
Prior SEC filing: 04 Feb 2025
Next SEC filing: 03 Feb 2026
Source filing: View source filing
Reporting owner signature: /s/ Adam Morgan

Key filing fact

Adam Morgan filed Form 4 for HERON THERAPEUTICS, INC. /DE/ (HRTX) on 12 Aug 2025.

Key facts

This page summarizes Adam Morgan's Form 4 filing for HERON THERAPEUTICS, INC. /DE/ (HRTX).
2 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 12 Aug 2025, 17:02.

Change

Previous filing in this sequence was filed on 04 Feb 2025.
Current net transaction value: +$3,699,999.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001964335 Primary reporting owner

Morgan Adam

Relationship: Director
Address: 100 REGENCY FOREST DRIVE, SUITE 300, CARY
Signature: /s/ Adam Morgan
Signature date: 12 Aug 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

HRTX transaction

Common Stock

Purchase

Transaction value: $2,649,819
Shares: +1,766,546
Change %: +25%
Price: $1.50
Shares after: 8,753,290
Date: 08 Aug 2025
Ownership: By Velan Capital Master Fund LP
Footnotes: F1, F2

HRTX holding

Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 69,777
Date: 08 Aug 2025
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

HRTX transaction Derivative

Series A Convertible Preferred Stock

Purchase

Transaction value: $1,050,180
Shares: +70,012
Change %
Price: $15.00^*
Shares after: 70,012
Date: 08 Aug 2025
Ownership: By Velan Capital Master Fund LP
Underlying class: Common Stock
Underlying amount: 700,120
Exercise price: $1.50
Footnotes: F1, F2, F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.