Amendment: SEC Form SCHEDULE 13D/A filed by Heron Therapeutics Inc.
$HRTX
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
HERON THERAPEUTICS, INC. /DE/ (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
427746102 (CUSIP Number) |
Brian Kleinhaus Rubric Capital Management LP, 155 East 44th St, Suite 1630 New York, NY, 10017 212-418-1888 Ele Klein & Adriana Schwartz McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 427746102 |
| 1 |
Name of reporting person
Rubric Capital Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,046,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
|
| CUSIP No. | 427746102 |
| 1 |
Name of reporting person
David Rosen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
30,046,828.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
HERON THERAPEUTICS, INC. /DE/ | |
| (c) | Address of Issuer's Principal Executive Offices:
4242 CAMPUS POINT COURT, SUITE 200, SAN DIEGO,
CALIFORNIA
, 92121. | |
Item 1 Comment:
This Amendment No. 5 ("Amendment No. 5") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on February 6, 2023 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"). This Amendment No. 5 supplements Item 4 and amends and restates Items 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
On October 15, 2025, the Issuer filed a Current Report on Form 8-K with the SEC disclosing that it obtained Stockholder Approval, as a result of which, the 94,610 shares of Preferred Stock beneficially owned by the Reporting Persons automatically converted, without any action on the part of the holders thereof, into 946,100 Shares.
Additionally, as previously disclosed, on August 8, 2025, a certain Rubric Fund entered into the Note Purchase Agreement with the Issuer, pursuant to which the Issuer issued and sold to such Rubric Fund $35,000,000 aggregate principal amount of Notes for an aggregate purchase price of $33,250,000. The Convertible Note Issuance provided for the issuance of Notes with (i) a maturity date of March 1, 2031, (ii) a 5% original issuance discount, (iii) 5% per annum interest payable in cash, and (iv) at the election of the Issuer, 7% per annum interest payable in kind for the first twelve months. As a result of the Stockholder Approval, after December 31, 2025, the Notes are convertible at the election of the holders thereof, at an initial conversion rate of 555.5556 Shares per $1,000 principal amount of Notes, subject to adjustments as provided in the Note Purchase Agreement. Conversions of the Notes can be settled, at the Issuer's election, in cash, Shares or in a combination thereof. If all or any portion of any conversion is to be settled in cash, the amount of cash that the Issuer will be required to deliver with respect to such conversion in shall be the product of (a) the applicable percentage of the conversion rate on the applicable conversion date and (b) the arithmetic average of the daily weighted average prices of the Shares during the ten 10 consecutive trading day period ending on the trading day immediately preceding the applicable conversion date. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Shares and percentage of Shares beneficially owned by each Reporting Person. The aggregate percentage of Shares reported beneficially owned by each Reporting Person is based upon 188,555,819 Shares outstanding, which is the sum of: (i) 183,314,409 Shares outstanding as of September 11, 2025, as disclosed in the Issuer's Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 19, 2025 and (ii) 5,241,410 Shares issued upon automatic conversion of the Preferred Stock following the Stockholder Approval at the Special Meeting, as disclosed in the Issuer's Registration Statement on Form S-3 filed with the SEC on September 9, 2025. | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or direct the disposition. | |
| (c) | Except as described in Item 4, no transactions in the Shares have been effected by the Reporting Persons during the past sixty (60) days. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|