Heron Therapeutics, Inc. (NASDAQ:HRTX) Files An 8-K Entry into a Material Definitive Agreement

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Heron Therapeutics, Inc. (NASDAQ:HRTX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On December4, 2017, Heron Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald& Co. (the “Underwriter”), to which the Company (i)agreed to issue and sell an aggregate of 9,677,419 shares of its common stock (the “Shares”) to the Underwriter and (ii)granted the Underwriter an option for 30 days to purchase up to an additional 1,451,613 shares that may be sold upon the exercise of such option by the Underwriter (the “Offering”). The Shares were purchased by the Underwriter from the Company at a price of $14.75 per share.

We estimate that the net proceeds we will receive from the Offering, excluding the proceeds from the additional 1,451,613 shares that may be purchased by the Underwriter following the exercise of its option, will be approximately $142.5million, after deducting the Underwriter’s discount and commission and estimated offering expenses payable by us.

The Offering was made to the Company’s automatically effective registration statement on Form S-3 (Registration No.333-219172), which was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering closes on December7, 2017. In the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriter may be required to make because of such liabilities.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn& Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.


HERON THERAPEUTICS, INC. /DE/ Exhibit
EX-1.1 2 d504723dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 9,…
To view the full exhibit click here

About Heron Therapeutics, Inc. (NASDAQ:HRTX)

Heron Therapeutics, Inc. is a biotechnology company engaged in developing pharmaceutical products for patients suffering from cancer or pain. The Company’s product candidates include SUSTOL, HTX-019 and HTX-011. All of its product candidates utilize science and technology platforms, including its Biochronomer drug delivery technology. The Company’s SUSTOL (granisetron) injection, extended release is being developed for the prevention of both acute and delayed chemotherapy-induced nausea and vomiting (CINV) associated with moderately emetogenic chemotherapy (MEC) or highly emetogenic chemotherapy (HEC). HTX-019, which is an intravenous formulation of aprepitant, a neurokinin-1 (NK1) receptor antagonist, is being developed for the prevention of CINV. HTX-011, a long-acting formulation of the local anesthetic bupivacaine in a fixed-dose combination with the anti-inflammatory meloxicam, is being developed for the prevention of post-operative pain. HTX-011 is in Phase II clinical trials.

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