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

ITEM1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement

On January19, 2017, Heron Therapeutics, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Merrill Lynch, Pierce, Fenner Smith Incorporated,
Cowen and Company, LLC and Leerink Partners LLC, as
representatives of the several underwriters (the Underwriters),
to which the Company (i)agreed to issue and sell an aggregate of
12,300,000 shares of its common stock (the Shares) to the
Underwriters and (ii)granted the Underwriters an option for 30
days to purchase up to an additional 1,845,000 shares that may be
sold upon the exercise of such option by the Underwriters (the
Offering). The Shares were sold at a public offering price of
$12.20 per share, and were purchased by the Underwriters from us
at a price of $11.468 per share. Tang Capital Partners, LP (TCP),
an affiliate of Kevin Tang, the Chairman of our Board of
Directors, agreed to purchase 2,459,016 shares of our common
stock in the Offering at the public offering price. The
Underwriters did not receive any underwriting discounts or
commissions with respect to the sale of shares to TCP.

We estimate that net proceeds we will receive from the Offering,
excluding the proceeds from the additional 1,845,000 shares that
may be purchased by the Underwriters following the exercise of
their option, will be approximately $142.6million, after
deducting the Underwriters discounts and commissions and
estimated offering expenses payable by us.

The Offering was made to the Companys automatically effective
registration statement on Form S-3 (Registration No.333-212784),
which was previously filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the
Securities Act).

The Offering closed on January24, 2017. In the Underwriting
Agreement, the Company agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the
Securities Act, or to contribute to payments that the
Underwriters 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.

Waiver

On January18, 2017, the Company and TCP executed a waiver (the
Waiver) to which TCP waived: (i)the Companys obligation under the
Securities Purchase Agreement, dated April24, 2011, among the
Company, TCP and certain other investors to maintain a sufficient
number of authorized shares of the Companys common stock to
permit the conversion of TCPs outstanding principal and interest
under the Companys Senior Convertible Notes due 2021 (the
Convertible Notes) to the Companys common stock; and (ii)its
right to convert the Convertible Notes for the duration of the
Waiver. The Waiver will remain effective until the earliest to
occur of: (i)the date the Company is required to issue a change
of control notice to the Convertible Notes; (ii)the Companys
stockholders approving an increase of the number of authorized
shares of the Companys common stock; and (iii)July18, 2017. If,
upon the expiration of the Waiver, TCP seeks to convert part or
all of the Convertible Notes and the Company does not have a
sufficient number of authorized shares of its common stock to
permit the conversion of the portion of the Convertible Notes
being converted, then the Company will be obligated to make a
cash payment to TCP equal to the value of the underlying shares
of common stock that it is unable to deliver on conversion, based
on the price of the Companys common stock at such time.

The foregoing description of the Waiver does not purport to be
complete and is qualified in its entirety by reference to such
agreement. A copy of the Waiver is attached as Exhibit 10.1
hereto and is incorporated herein by reference.

2

The Companys contractual payment obligations to the Waiver are
described in Item 1.01 of this Form8-K report, which description
is incorporated into this Item 2.03 by reference.

3

ITEM9.01 Financial Statements and Exhibits.

(d) Exhibits.

4

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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.

Heron Therapeutics, Inc. (NASDAQ:HRTX) Recent Trading Information

Heron Therapeutics, Inc. (NASDAQ:HRTX) closed its last trading session up +0.20 at 13.15 with 1,197,212 shares trading hands.