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AI brief of an SEC Form 8-K · HERON THERAPEUTICS, INC. /DE/ (HRTX)

Heron Therapeutics agrees to sell substantially all assets to CorMedix for $145 million cash

Mixed Impact 5 of 5 m&a

Heron Therapeutics agreed on November 8, 2026 to sell substantially all of its assets to CorMedix, with Heron keeping its tax loss carryforwards, cash and CorMedix shares, and exiting its current operations. The deal requires Heron stockholder approval and is expected to close in the first quarter of 2027, and shareholders will hold a company that no longer runs its current business.

Key points

  • Upfront consideration of $145.0 million in cash, subject to adjustments, plus 14,583,333 CorMedix common shares
  • Up to $55 million in earn-out payments tied to 2028 ZYNRELEF net sales, plus a 5% royalty on certain product sales above $25.0 million in 2027 through 2029
  • Proceeds will repay all amounts outstanding under the Hercules working capital facility, and Rubric's $35.0 million of convertible notes will be exchanged for CorMedix shares
  • Requires approval by holders of a majority of Heron common stock; $4.0 million termination fee payable in specified circumstances; expected close in the first quarter of 2027

The filing

CompanyHERON THERAPEUTICS, INC. /DE/ (HRTX)
Form8-K, current report
Filed with the SECNov 9, 2026, 7:40 AM ET
Accession number0001193125-26-452672

Items reported: 1.01 Material Definitive Agreement3.03 Change to Shareholder Rights7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 8:10 AM ET, from this filing only.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.