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CARY, N.C. - Heron Therapeutics, Inc. (NASDAQ:HRTX), a biotechnology company with a market capitalization of $207 million, announced Friday that its Board of Directors has unanimously adopted a Section 382 rights plan designed to protect the company’s net operating loss carryforwards (NOLs).
The biotechnology company reported it has approximately $1.37 billion in U.S. federal NOLs as of December 31, 2024, which could be used to offset future taxable income. The rights plan, effective August 14, 2025, aims to prevent an "ownership change" under Section 382 of the Internal Revenue Code that would substantially limit the company’s ability to use these tax assets. According to InvestingPro data, Heron has demonstrated revenue growth of 9.8% in the last twelve months, with total revenue reaching $149.7 million.
The plan works by deterring any investor or group from acquiring beneficial ownership of 4.99% or more of Heron’s outstanding common stock. It will expire one year from the effective date unless terminated or extended by the Board. With a current Financial Health Score of FAIR from InvestingPro, and strong analyst consensus recommending Buy, the company appears positioned to protect shareholder value while executing its growth strategy.
"Adopting the Section 382 Rights Plan is intended solely to protect the significant potential value of the Company’s NOLs, which we believe can offset pre-tax income as the Company executes its near-term and long-term organic and inorganic growth plan," said Adam Morgan, Board Chairman, in a press release statement. The company maintains a gross profit margin of 66% and has total debt of $176.7 million as of the latest quarter.
The rights plan also satisfies a covenant to preserve the NOLs under the company’s Note Purchase Agreement with Rubric Capital Management dated August 8, 2025.
Heron Therapeutics is a commercial-stage biotechnology company focused on developing therapeutic innovations for acute care and oncology patients. Details of the rights plan will be contained in a Current Report on Form 8-K that the company will file with the Securities and Exchange Commission.
In other recent news, Heron Therapeutics reported its Q2 2025 earnings, missing both EPS and revenue forecasts. The company posted an EPS of -0.02 USD, falling short of the expected -0.01 USD, and reported revenues of 37.2 million USD, below the anticipated 38.08 million USD. Additionally, Heron Therapeutics entered into a cooperation agreement with Rubric Capital Management to expand its board of directors, appointing a director nominated by Rubric. The agreement includes provisions for non-disparagement and standstill, effective until early 2026. Heron also amended its articles of incorporation, authorizing Series A Convertible Preferred Stock, which offers certain dividend and liquidation preferences over common stock. Furthermore, Heron announced a supply agreement with Patheon Austria GmbH & Co KG and Thermo Fisher Scientific Inc. Under this agreement, Patheon will manufacture and supply specific products, with Heron committed to purchasing 38,400 kilograms through the end of 2026. These developments reflect Heron Therapeutics’ ongoing strategic initiatives amid its recent earnings challenges.
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