0000921895-23-001721.txt : 20230725 0000921895-23-001721.hdr.sgml : 20230725 20230725162246 ACCESSION NUMBER: 0000921895-23-001721 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230721 FILED AS OF DATE: 20230725 DATE AS OF CHANGE: 20230725 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morgan Adam CENTRAL INDEX KEY: 0001964335 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33221 FILM NUMBER: 231108810 MAIL ADDRESS: STREET 1: 1055B POWERS PLACE CITY: ALPHARETTA STATE: GA ZIP: 30009 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HERON THERAPEUTICS, INC. /DE/ CENTRAL INDEX KEY: 0000818033 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 942875566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 4242 CAMPUS POINT COURT, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582514400 MAIL ADDRESS: STREET 1: 4242 CAMPUS POINT COURT, SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: AP PHARMA INC /DE/ DATE OF NAME CHANGE: 20010511 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED POLYMER SYSTEMS INC /DE/ DATE OF NAME CHANGE: 19920703 4 1 form412927018_07252023.xml OWNERSHIP DOCUMENT X0508 4 2023-07-21 0 0000818033 HERON THERAPEUTICS, INC. /DE/ HRTX 0001964335 Morgan Adam 4242 CAMPUS POINT COURT, SUITE 200 SAN DIEGO CA 92121 1 0 0 0 0 Common Stock, par value $0.01 per share 2023-07-21 4 P 0 2486744 1.37 A 6986744 I By Velan Capital Master Fund LP Common Stock, par value $0.01 per share 37879 D Pre-funded Warrants to Purchase Common Stock 0.0001 2023-07-21 4 P 0 1162891 1.3699 A Common Stock, par value $0.01 per share 1162891 1162891 I By Velan Capital Master Fund LP The Issuer entered into a Securities Purchase Agreement with certain investors (collectively the "Purchasers"), including Velan Capital Master Fund LP ("Velan Master"), pursuant to which the Issuer agreed to issue and sell to the Purchasers in a private placement shares of the Issuer's Common Stock or pre-funded warrants in lieu thereof (the "Pre-Funded Warrants") at a per share purchase price equal to $1.37 (less $0.0001 for each Pre-Funded Warrant, as applicable). Securities owned directly by Velan Master. Mr. Morgan, as a managing member of each of Velan Capital Holdings LLC, the general partner of Velan Master, and Velan Capital Management LLC, the general partner of the investment manager of Velan Master, may be deemed to beneficially own the securities owned directly by Velan Master. Mr. Morgan disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that Mr. Morgan is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. The Pre-Funded Warrants are exercisable immediately and will expire when exercised in full, however, the Pre-Funded Warrants cannot be exercised by Velan Master if, after giving effect thereto, Velan Master (together with its affiliates) would beneficially own, as determined in accordance with Section 13(d) of the Exchange Act, more than 4.99% of the outstanding shares of Common Stock. Such ownership limitation may be increased upon 61 days' notice to the Issuer. /s/ Adam Morgan 2023-07-25