Heron Therapeutics (HRTX) Proxy filing summary

Executive summary

• Agreement dated Nov. 8, 2026, provides for sale of substantially all assets to CorMedix, excluding NOL carryforwards and certain tax attributes; closing is expected in Q1 2027.

• Consideration includes $145 million cash, subject to adjustments, and 14,583,333 CorMedix shares; $2 million is escrowed, with post-close adjustments capped at $10 million in either direction.

• Additional consideration includes 5% royalties above $25 million in combined annual net sales for 2027–2029 and up to $55 million tied to 2028 ZYNRELEF net sales.

• The post-close issuer will remain publicly traded, repay its working-capital facility and assess strategic uses of proceeds, including acquisitions and investments.

Voting matters and shareholder proposals

• Approval requires affirmative votes from holders of a majority of outstanding shares entitled to vote; the board unanimously approved the deal and recommended shareholder approval.

• Supporting stockholders, including Rubric and Velan, collectively holding ~22% of outstanding shares, agreed to vote for the deal and against competing proposals.

• A preliminary proxy is targeted for filing within 45 days of the agreement date; the shareholder meeting is to follow SEC clearance and mailing of the definitive proxy.

• The board may change its recommendation for a qualifying superior proposal or intervening event, subject to fiduciary-duty findings and notice and negotiation requirements.

Board of directors and corporate governance

• For as long as ownership remains at least 10% of CorMedix shares, one independent, board-acceptable designee may be nominated or appointed to its board.

• At ownership of at least 5%, shares are generally voted with CorMedix board recommendations; at 1%, shares must be present for quorum, subject to specified exceptions.

• The governance agreement includes a six-month lock-up, post-lock-up limits on open-market sales, and a standstill restricting ownership above 19.9%; it ends by the third anniversary of closing or earlier triggers.

• A five-year worldwide non-compete in specified nausea and postoperative-pain fields and three-year reciprocal employee non-solicitation covenants apply after closing, subject to exceptions.