SAN DIEGO, May 25, 2021 /PRNewswire/ -- Heron Therapeutics,
Inc. (Nasdaq: HRTX) ("Heron") today announced that it has sold
$150 million of senior unsecured
convertible promissory notes (the "Notes") in a private placement
transaction. The Notes are convertible into shares of Heron common
stock at a conversion price of $15.276 per share, which represents a 13% premium
over the most recent closing price of Heron's common stock.
Proceeds from the sale of the Notes will be used for the commercial
launch of ZYNRELEFTM (bupivacaine and meloxicam)
extended-release solution, as well as for general working
capital.
The Notes will be senior, unsecured obligations of Heron and
will accrue interest at a rate of 1.5% per annum, payable
semi-annually in arrears. The Notes will mature on June 1, 2026, unless earlier redeemed, converted
or repurchased. Holders will have the right to convert their Notes
at any time. Heron will settle conversions solely in shares of its
common stock, except for payments of cash in lieu of fractional
shares.
"Based on sales projections for our three commercial products,
these funds allow the company to not only fully implement its
launch plans for ZYNRELEF, but should also be sufficient to reach
profitability," said Barry Quart, Pharm.D., Chairman and Chief
Executive Officer of Heron. "In the first 24 hours after
announcing FDA approval, ZYNRELEF received its first formulary
approval for unrestricted use. We are confident that this is the
first of many formulary approvals."
The offer and sale of the Notes and any shares of common stock
issuable upon conversion of the Notes have not been registered
under the Securities Act of 1933, as amended (the "Securities
Act"), or any other securities laws, and the Notes and any such
shares cannot be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and any other applicable
securities laws. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, the Notes or any
shares of common stock issuable upon conversion of the Notes, nor
will there be any sale of the Notes or any such shares, in any
state or other jurisdiction in which such offer, sale or
solicitation would be unlawful.
J. Wood Capital Advisors LLC acted as financial advisor and
Gibson, Dunn & Crutcher LLP acted as legal advisor to Heron on
the transaction.
About Heron
Heron is a commercial-stage biotechnology company focused on
improving the lives of patients by developing best-in-class
treatments to address some of the most important unmet patient
needs. Our advanced science, patented technologies, and
innovative approach to drug discovery and development have
allowed us to create and commercialize a portfolio of products that
aim to advance the standard of care for acute care and
oncology patients.
About ZYNRELEF for Postoperative Pain
ZYNRELEF is the first and only dual-acting local anesthetic that
delivers a fixed-dose combination of the local anesthetic
bupivacaine and a low dose of nonsteroidal anti-inflammatory drug
meloxicam. ZYNRELEF was approved by the FDA on May 12, 2021 for use in adults for soft tissue or
periarticular instillation to produce postsurgical analgesia for up
to 72 hours after bunionectomy, open inguinal herniorrhaphy and
total knee arthroplasty. Safety and efficacy have not been
established in highly vascular surgeries, such as intrathoracic,
large multilevel spinal, and head and neck procedures.
In September 2020, the European Commission granted a
marketing authorization for ZYNRELEF for the treatment of somatic
postoperative pain from small- to medium-sized surgical wounds in
adults. As of January 1, 2021,
ZYNRELEF is approved in 31 European countries including the
countries of the European Union and European Economic Area and
the United Kingdom.
Forward-looking Statements
This news release contains "forward-looking statements" as
defined by the Private Securities Litigation Reform Act of 1995.
Heron cautions readers that forward-looking statements are based on
management's expectations and assumptions as of the date of this
news release and are subject to certain risks and uncertainties
that could cause actual results to differ materially, including,
but not limited to, the sufficiency of capital and projected cash
runways; future formulary approvals for ZYNRELEF; the timing of the
commercial launch of ZYNRELEF in the U.S.; the timing of the
commercial launch of ZYNRELEF in Europe; the potential market opportunity for
ZYNRELEF in the US and Europe; the
extent of the impact of the ongoing Coronavirus Disease 2019
pandemic on our business; and other risks and uncertainties
identified in the Company's filings with the U.S. Securities and
Exchange Commission. Forward-looking statements reflect our
analysis only on their stated date, and Heron takes no obligation
to update or revise these statements except as may be required by
law.
Investor Relations and Media Contact:
David Szekeres
Executive Vice President, Chief Operating Officer
Heron Therapeutics, Inc.
dszekeres@herontx.com
858-251-4447
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SOURCE Heron Therapeutics, Inc.