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Heron Therapeutics (NASDAQ:HRTX), a pharmaceutical company with a market capitalization of $198.51 million and current trading price of $1.31, announced Monday that it entered into a cooperation agreement with Rubric Capital Management regarding changes to its board of directors. According to InvestingPro data, the company faces significant financial challenges, with short-term obligations exceeding liquid assets and a concerning current ratio of 0.82. According to a statement based on a SEC filing, the company will increase the size of its board from six to seven members and appoint a director nominated by Rubric. The new director will be included in Heron’s slate of nominees for the 2026 annual meeting, with a recommendation for stockholders to vote in favor of the candidate. The agreement also includes standstill and mutual non-disparagement provisions, which remain in effect until the earlier of thirty days before the 2026 nomination deadline, February 12, 2026, or 120 days before the first anniversary of the 2025 annual meeting.
Heron also reported amendments to its articles of incorporation. On August 11, the company filed a Certificate of Designation for Series A Convertible Preferred Stock, authorizing 524,141 shares at a stated value of $15.00 per share. These shares are convertible into common stock at a price of $1.50 per share, subject to certain adjustments. Holders are entitled to dividends on an as-converted basis and the preferred stock ranks senior to common stock in dividend and liquidation rights. The preferred shares have limited voting rights and include beneficial ownership limitations, generally capping conversion to no more than 19.99% of outstanding common shares.
In addition, Heron closed a series of refinancing transactions Monday. These included an amendment to its working capital facility with Hercules Capital (NYSE:HTGC) to increase term loans up to $150 million, with $110 million funded at closing. The refinancing comes as the company manages a substantial debt burden of $176.74 million against annual revenues of $149.69 million. For deeper insights into Heron’s financial health and detailed debt analysis, InvestingPro subscribers can access the comprehensive Pro Research Report, one of 1,400+ detailed company analyses available on the platform. The company also exchanged $150 million in senior unsecured convertible notes due 2026, with $25 million exchanged for 16,666,666 shares of common stock and $125 million repaid in cash. Heron issued $35 million in new senior unsecured convertible notes due 2031 for $33.25 million and completed a private placement of 13,225,227 shares of common stock at $1.50 per share and 524,141 shares of Series A Convertible Preferred Stock for approximately $27.7 million.
All information is based on a statement in a recent SEC filing. InvestingPro analysis reveals that analysts maintain optimism about the company’s future, predicting profitability this year despite current challenges. The platform offers 8 additional key insights about HRTX’s financial position and market performance through its ProTips feature.
In other recent news, Heron Therapeutics reported its Q2 2025 earnings, missing expectations for both earnings per share (EPS) and revenue. The company posted an EPS of -0.02 USD, which fell short of the anticipated -0.01 USD, and recorded revenues of 37.2 million USD, missing the forecasted 38.08 million USD. These results have raised concerns among investors. In another development, Heron Therapeutics entered into a Framework Agreement with Patheon Austria GmbH & Co KG and Thermo Fisher Scientific Inc (NYSE:TMO). According to the agreement, Patheon will manufacture and supply specific quantities of products for Heron Therapeutics, with a commitment to purchase 38,400 kilograms through December 31, 2026. Patheon will also conduct stability studies and provide warehousing services. These recent developments highlight key operational and financial aspects of Heron Therapeutics.
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