UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 8, 2022, Heron Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) with a group of new and existing institutional investors (each, a “Purchaser” and collectively, the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Company has agreed to sell to the Purchasers 16,129,032 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), at an offering price of $3.10 per Share, and, to certain investors, pre-funded warrants in lieu of common stock (the “Pre-Funded Warrants”) to purchase up to 8,548,387 Shares at a purchase price of $3.0999 per Pre-Funded Warrant, which represents the per share offering price for the common stock less the $0.0001 per share exercise price for each Pre-Funded Warrant. Gross proceeds of the Private Placement were approximately $76.5 million. The Private Placement closed on August 10, 2022.
The Securities Purchase Agreement provides that the Company will register the resale of the Shares. The Company is required to prepare and file a registration statement with the Securities and Exchange Commission no later than October 7, 2022, and to use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable, subject to certain specified penalties if timely effectiveness is not achieved.
The Shares to be issued to the Purchasers under the Securities Purchase Agreement were issued pursuant to an exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D, which is promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the Purchasers.
Cantor Fitzgerald & Co. served as placement agent in connection with the Private Placement and the Company has agreed to pay customary placement fees and reimburse certain expenses of the placement agent.
The sale of the securities pursuant to the Securities Purchase Agreement has not been registered under the Securities Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein.
The Company intends to use the net proceeds from the Private Placement to support its acute care and oncology care commercial franchises, including accelerating the adoption of ZYNRELEF® and preparing for the anticipated launch of HTX-019 for the prevention of postoperative nausea and vomiting, and for working capital and general corporate purposes.
The foregoing description of the Securities Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed as an exhibit to this report and is incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Securities Purchase Agreement, dated August 8, 2022, by and among the Company and the Purchasers signatory thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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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.
| Date: August 10, 2022 |
Heron Therapeutics, Inc. | |||||
| By: |
/s/ David Szekeres | |||||
| David Szekeres | ||||||
| Executive Vice President, Chief Operating Officer | ||||||