4//SEC Filing
Morgan Adam 4
Accession 0000921895-25-002160
CIK 0000818033other
Filed
Aug 11, 8:00 PM ET
Accepted
Aug 12, 5:02 PM ET
Size
10.7 KB
Accession
0000921895-25-002160
Insider Transaction Report
Form 4
Morgan Adam
Director
Transactions
- Purchase
Common Stock
2025-08-08$1.50/sh+1,766,546$2,649,819→ 8,753,290 total(indirect: By Velan Capital Master Fund LP) - Purchase
Series A Convertible Preferred Stock
2025-08-08$15.00/sh+70,012$1,050,180→ 70,012 total(indirect: By Velan Capital Master Fund LP)Exercise: $1.50→ Common Stock (700,120 underlying)
Holdings
- 69,777
Common Stock
Footnotes (4)
- [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.
- [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]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.
- [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.
Documents
Issuer
HERON THERAPEUTICS, INC. /DE/
CIK 0000818033
Entity typeother
Related Parties
1- filerCIK 0001964335
Filing Metadata
- Form type
- 4
- Filed
- Aug 11, 8:00 PM ET
- Accepted
- Aug 12, 5:02 PM ET
- Size
- 10.7 KB