ITEM 1.01. Entry into a Material Definitive Agreement.
On June 25, 2014, Heron Therapeutics, Inc. ("We," "Heron Therapeutics" or the
"Company") entered into an underwriting agreement (the "Underwriting Agreement")
with Jefferies LLC, as representative of the several underwriters (the
"Underwriters"), pursuant to which we agreed to issue and sell an aggregate of
(i) 4,500,000 shares of our common stock (the "Shares") and (ii) pre-funded
warrants to purchase 600,000 shares of our common stock (the "Pre-Funded
Warrants") to the Underwriters (the "Offering"). The Pre-Funded Warrants will be
exercisable at an exercise price of $0.01 per share and will expire seven years
from the date of issuance. The Shares will be sold at a public offering price of
$11.75 per Share, and will be purchased by the Underwriters from us at a price
of $11.045 per Share. The Pre-Funded Warrants will be sold at a public offering
price of $11.74 per Pre-Funded Warrant, which represents the per share public
offering price for the common stock less the $0.01 per share exercise price for
each such Pre-Funded Warrant, and will be purchased by the Underwriters from us
at a price of $11.035 per Pre-Funded Warrant. Under the terms of the
Underwriting Agreement, we granted the Underwriters an option for 30 days to
purchase up to an additional 675,000 shares of our common stock.
We estimate that net proceeds we will receive from the Offering will be
approximately $56.1 million, after deducting the Underwriters' discounts and
commissions and estimated offering expenses payable by us, and assuming no
exercise of the option to purchase additional shares.
The Offering is being made pursuant to Heron Therapeutics' effective
registration statement on Form S-3 (Registration No. 333-195928), which was
previously filed with the Securities and Exchange Commission ("SEC") and was
declared effective, and a prospectus supplement filed with the SEC. The Offering
was not registered under any state blue sky laws.
We expect the Offering to close on or about June 30, 2014, subject to the
satisfaction of customary closing conditions. In the Underwriting Agreement, the
Company agrees to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments that the Underwriters may be required to make because of
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is
incorporated herein by reference. A copy of the form of Pre-Funded Warrant is
attached as Exhibit 4.1 and is incorporated herein by reference. The foregoing
descriptions of the Underwriting Agreement and the Pre-Funded Warrant do not
purport to be complete and are qualified in their entirety by reference to such
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of
the securities issued in the Offering is filed herewith as Exhibit 5.1.
ITEM 9.01. Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated June 25, 2014, between Heron Therapeutics,
Inc. and Jefferies LLC
4.1 Form of Pre-Funded Warrant
5.1 Opinion of Gibson, Dunn & Crutcher LLP
23.1 Consent of Gibson, Dunn & Crutcher (contained in Exhibit 5.1)
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