Attached files
file | filename |
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EX-5.1 - EX-5.1 - HERON THERAPEUTICS, INC. /DE/ | d801224dex51.htm |
EX-1.1 - EX-1.1 - HERON THERAPEUTICS, INC. /DE/ | d801224dex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2018
Heron Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33221 | 94-2875566 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
4242 Campus Point Court, Suite 200, San Diego, CA | 92121 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code (858) 251-4400
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On June 25, 2018, Heron Therapeutics, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with Jefferies LLC (the Underwriter), pursuant to which the Company (i) agreed to issue and sell an aggregate of 5,063,292 shares of its common stock (the Shares) to the Underwriter and (ii) granted the Underwriter an option for 30 days to purchase up to an additional 759,493 shares that may be sold upon the exercise of such option by the Underwriter (the Offering). The Shares were purchased by the Underwriter from the Company at a price of $38.445 per share.
We estimate that the net proceeds we will receive from the Offering, excluding the proceeds from the additional 759,493 shares that may be purchased by the Underwriter following the exercise of its option, will be approximately $194.7 million, before deducting estimated offering expenses payable by us.
The Offering was made pursuant to the Companys automatically effective registration statement on Form S-3 (Registration No. 333-219172), which was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act).
The Offering closed on June 28, 2018. In the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriter may be required to make because of such liabilities.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
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. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Heron Therapeutics, Inc. | ||
Date: June 28, 2018 | /s/ David L. Szekeres | |
David L. Szekeres Senior Vice President, General Counsel, Business Development and Corporate Secretary |