HERON THERAPEUTICS, INC. /DE/ (HRTX) Form 8-K — Nov 9, 2026
Heron Therapeutics has agreed to sell substantially all of its assets to CorMedix under an Asset Purchase Agreement signed November 8, 2026. Consideration includes $145.0 million in cash, 14,583,333 CorMedix shares, 5.0% royalties on net sales above $25.0 million annually through 2029, and up to $55.0 million in ZYNRELEF earn-outs. The deal requires approval of a majority of Heron's outstanding shares, with holders of roughly 22% — including Rubric Capital and Velan Capital and all directors and officers — signing voting agreements in support. The board unanimously approved the agreement, which carries a $4.0 million termination fee and a six-month outside date.
Key figures
- Deal Value Usd
- 145000000
- Royalty rate
- 5.0% of annual net sales above $25.0M for 2027-2029
- Earnout tier1
- $25.0M if ZYNRELEF 2028 net sales >= $65.0M
- Earnout tier2
- additional $30.0M if ZYNRELEF 2028 net sales >= $95.0M
- Escrow amount
- 2000000
- Termination fee
- 4000000
- Rubric convertible notes
- $35.0M principal due 2031
- Expense reimbursement cap
- 2500000
- Stock consideration shares
- 14583333
- Target net working capital
- 102000000
- Working capital adjustment band
- $10.0M
- Supporting stockholders ownership
- ~22%
AI analysis
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