UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1125, 2026

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     001-33221

     94-2875566

     (State or other jurisdiction
of incorporation)

     (Commission
File Number)

     (I.R.S. Employer
Identification No.)


25 Fenton Main Street, Suite 300, Cary, NC		27511
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (858) 251-4400

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	HRTX	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard; Transfer of Listing.

AtOn ~~the~~June 25, 2026, ~~Annual Meeting of Stockholders (the “Annual Meeting”) of~~ Heron Therapeutics, Inc. (the “Company”) ~~held~~received ona ~~June~~written ~~11,~~notice ~~2026, the Company’s stockholders voted on six proposals, including:~~ (1“Notice”) tofrom ~~elect seven director nominees: Craig Collard, Thomas Cusack, Sharmila Dissanaike, M.D., FACS, FCCM, Craig Johnson, Michael Kaseta, Adam Morgan, and Christian Waage to serve until~~ the ~~2027~~Listing ~~Annual~~Qualifications ~~Meeting~~Department of ~~Stockholders~~The ~~and~~Nasdaq ~~until~~Stock ~~their successors are duly elected and qualified or until their earlier death~~Market, ~~resignation~~LLC ~~or removal;~~ (2“Nasdaq”) tonotifying ~~ratify~~it that the ~~appointment~~closing ofbid ~~Withum~~price ~~Smith+Brown,~~of ~~PC as~~ the Company’s ~~independent~~common ~~registered~~shares ~~public~~over ~~accounting firm for the fiscal year ending December 31, 2026; (3) to approve, on~~ a ~~nonbinding~~period ~~advisory~~of ~~basis,~~thirty ~~compensation paid to the Company’s Named Executive Officers during the fiscal year ended December 31, 2025;~~ (430) toconsecutive ~~approve~~trading ~~the~~days ~~amendment~~was ~~and~~below ~~restatement of~~ the ~~Company’s~~minimum ~~2007~~$1.00 ~~Amended~~per ~~and~~share ~~Restated~~requirement ~~Equity~~for ~~Incentive~~continued ~~Plan,~~listing ~~to,~~on ~~among~~The ~~other~~Nasdaq ~~things,~~Capital ~~increase~~Market ~~the~~under ~~number~~Nasdaq ofListing ~~shares~~Rule ~~of common stock authorized for issuance thereunder by an additional 16,560,000 shares;~~ 5550(5a)(2) toduring ~~approve~~ the ~~amendment~~May ~~to the Company's 1997 Employee Stock Purchase Plan~~12, as2026 ~~amended,~~ to ~~increase~~June ~~the number of shares of common stock authorized for issuance thereunder by an additional 10~~24,~~000,000~~ ~~shares;~~2026 ~~and (6) to ratify, on a nonbinding advisory basis, the adoption of the Tax Benefits Preservation Plan~~period.

~~Only~~In ~~stockholders~~accordance ofwith ~~record~~applicable asNasdaq ofprocedures, the ~~close~~Company has been provided a period of ~~business~~180 oncalendar ~~April~~days, 14or until December 22, 2026, (to cure the ~~“Record~~deficiency ~~Date”)~~and ~~were~~regain ~~entitled~~compliance. toThe ~~vote~~Notice states that if at any time during this compliance period the ~~Annual~~closing ~~Meeting~~bid price of the Company’s common shares is at least $1.00 Asper share for a minimum of ten consecutive days, Nasdaq will provide the ~~Record~~Company ~~Date~~with written confirmation of compliance. Nasdaq may, ~~188~~in its discretion,~~638,866~~ ~~shares~~require ofthe ~~common~~Company ~~stock~~to satisfy the minimum bid price requirement for a period in excess of ten consecutive business days, but generally no more than twenty consecutive business days, before determining that the Company ~~were~~has ~~outstanding~~demonstrated ~~and~~an ~~entitled~~ability to ~~vote~~maintain atlong-term compliance. The Notice has no immediate impact on the ~~Annual~~listing ~~Meeting.~~or Attrading of the ~~Annual~~Company’s ~~Meeting,~~common ~~141~~shares,~~927,939~~ ~~shares~~which will continue to be listed and trade on The Nasdaq Capital Market subject to the Company’s continued compliance with the other listing requirements of The Nasdaq Capital Market. The common ~~stock~~shares of the Company ~~were~~will ~~represented~~continue into ~~person~~trade ~~and~~under bythe ~~proxy,~~symbol ~~constituting~~“HRTX”. aThe ~~quorum~~Company ~~for~~intends to monitor the ~~Annual~~closing ~~Meeting~~share price for its common shares and explore available options to regain compliance.

In the event the Company does not regain compliance with the minimum bid price requirement during the initial 180 calendar day period, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The ~~votes~~Nasdaq Capital Market, with ~~respect~~the exception of the bid price requirement, and will need to ~~each~~provide written notice to Nasdaq of its intention to cure the ~~six~~deficiency ~~proposals~~during ~~voted~~the onsecond at180 calendar day compliance period, by effecting a reverse stock split, if necessary. If it appears to Nasdaq staff that the ~~Annual~~Company ~~Meeting~~will not be able to cure the deficiency, or if the Company is otherwise not eligible, the Company may not be entitled to an additional 180 calendar day compliance period and Nasdaq will provide notice to the Company that its securities will be subject to delisting. If the Company is notified by Nasdaq that its securities are ~~set~~subject ~~forth~~to ~~below:~~delisting, the Company may appeal such determination to a Nasdaq Hearings Panel, but there can be no assurance that the Nasdaq staff would grant any request for continued listing. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement during the initial compliance period or any additional compliance period, or that the Company will otherwise maintain compliance with the other Nasdaq listing requirements.

~~Proposal~~Forward-Looking 1: The Company’s stockholders elected the seven director nominees to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal:Statements

Name of Director Nominee	For	Against	Abstain	Broker Non-Votes
Mr. Collard	87,289,779	4,336,869	185,208	50,116,083
Mr. CusackDr. Dissanaike	88,537,725 87,960,023	3,088,305 3,729,614	185,826 122,219	50,116,083 50,116,083
Mr. Johnson	87,703,801	3,972,919	135,136	50,116,083
Mr. Kaseta	88,236,408	3,424,597	150,851	50,116,083
Mr. Morgan	88,295,437	3,381,282	135,137	50,116,083
Mr. Waage	85,276,872	6,399,195	135,789	50,116,083

This Current Report on Form 8-K contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of these risks and uncertainties. Examples of forward-looking statements include, among others, statements regarding whether the Company will meet the bid price requirement during any compliance period or otherwise in the future, the Company’s plans or options to regain compliance, whether the Company will otherwise continue to meet Nasdaq compliance standards, whether Nasdaq will grant the Company any relief from delisting as necessary and the ability for the common stock to remain listed on Nasdaq. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and in the Company’s other reports filed with the Securities and Exchange Commission, including under the caption “Risk Factors.” The Company undertakes no obligation to update or revise these statements except as may be required by law.

~~Proposal~~Item 2:9.01 ~~The~~Financial ~~Company’s~~Statements ~~stockholders~~and ~~ratified the appointment of Withum Smith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:~~Exhibits.

For	Against	Abstain	Broker Non-Votes
Exhibit No.	Description
139,715,514	1,706,193	506,232	0
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Proposal 3: The Company’s stockholders approved, on a nonbinding advisory basis, the compensation paid to the Company’s Named Executive Officers during the fiscal year ended December 31, 2025:

For		Against		Abstain		Broker Non-Votes
77,315,474		12,117,861		2,378,521		50,116,083

Proposal 4: The Company’s stockholders approved the amendment and restatement of the Company’s 2007 Amended and Restated Equity Incentive Plan, to, among other things, increase the number of shares of common stock authorized for issuance thereunder by an additional 16,560,000 shares:

For		Against		Abstain		Broker Non-Votes
75,620,741		13,846,030		2,345,085		50,116,083

Proposal 5: The Company’s stockholders approved the amendment to the Company's 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares of common stock authorized for issuance thereunder by an additional 10,000,000 shares:

For		Against		Abstain		Broker Non-Votes
83,765,950		6,496,205		1,549,701		50,116,083

Proposal 6: The Company’s stockholders ratified, on a nonbinding advisory basis, the adoption of the Tax Benefits Preservation Plan:

For		Against		Abstain		Broker Non-Votes
88,182,895		3,442,815		186,146		50,116,083

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Heron Therapeutics, Inc.
Date: June 16, 2026			/s/ Ira Duarte
Date: June 25, 2026			/s/ Ira Duarte
			Ira DuarteExecutive Vice President, Chief Financial Officer

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