Heron Therapeutics (HRTX) Proxy filing summary

Executive summary

• Proposed sale to CorMedix covers substantially all assets, including ZYNRELEF, APONVIE, CINVANTI and SUSTOL; closing targeted for Q1 2027, subject to stockholder approval, regulatory clearance and customary conditions.

• Upfront consideration: $145M cash plus 14,583,333 CorMedix shares; aggregate stated value $222.6M, based on CorMedix’s Nov. 6, 2026 closing price of $5.32.

• Additional value includes up to $55M in ZYNRELEF sales earn-outs and a 5% royalty on specified product sales above $25M annually in 2027–2029.

Voting matters and shareholder proposals

• Stockholder approval is a closing condition; holders of ~22% of outstanding common shares, including Rubric, agreed to vote in favor.

Board of directors and corporate governance

• Following a strategic alternatives review, the Board concluded the transaction offered the most compelling path forward for stockholders.

• Right to name one CorMedix director while retaining at least 10% of CorMedix’s outstanding shares; post-close, the Board plans to evaluate strategic transactions and uses of proceeds.