Entry into a Material Definitive Agreement. On August 13, 2026, Heron Therapeutics, Inc. (the “Company”) entered into Amendment No. 1 to Tax Benefit Preservation Plan (the “Amendment”), which amends the Tax Benefit Preservation Plan, dated as of August 14, 2025 (the “Plan”), by and between the Company and Computershare Trust Company, N.A., as rights agent. The Amendment amends the definition of “Final Expiration Date” and all references to August 14, 2026 in the Plan to mean August 14, 2029.…

Material Modification to Rights of Security Holders. The information included in

and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 25, 2026, Heron Therapeutics, Inc. (the “ Company ”) received a written notice (“ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market, LLC (“ Nasdaq ”) notifying it that the closing bid price of the Company’s common shares over a period of thirty (30) consecutive trading days was below the minimum $1.00 per share requirement for continued listing on The Nasd…

Other Events. As previously disclosed, on December 11, 2023, Heron Therapeutics, Inc. (“Company”) received a Paragraph IV notice of certification (the “Slayback Notice”) from Slayback Pharma LLC (“Slayback”) (now owned by Azurity Pharmaceuticals, Inc. (“Azurity”)) advising that Slayback had submitted a new drug application (“NDA”) under Section 505(b)(2) of the Federal Food, Drug, and Cosmetic Act to the FDA seeking approval to manufacture, use or sell a generic version of CINVANTI ® in the U…

and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Craig Collard: Amendment to employment agreement providing enhanced severance benefits.

and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Director — Thomas Cusack: Mr. Cusack was appointed to the Board as part of a Cooperation Agreement.

Entry Into a Material Definitive Agreement. Heron Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into an Office Lease Agreement (the “ Lease ”), dated as of August 22, 2025, with USEF HCG Fenton LLC, a Delaware limited liability company (the “ Landlord ”). The Lease is for the Company’s new corporate headquarters, which is approximately 16,837 rentable square feet (the “ Premises ”) at 25 Fenton Main Street, Cary, North Carolina, 27511 (the “ Building ”). The Lease prov…

Material Modification to Rights of Security Holders. On August 13, 2025, the Board of Directors (the “Board”) of Heron Therapeutics, Inc. (the “Company”) adopted a Tax Benefit Preservation Plan, dated August 14, 2025, by and between the Company and Computershare Trust Company, N.A., as rights agent (as amended from time to time, the “Plan”). By adopting the Plan, the Board is seeking to protect the Company’s ability to carry forward its net operating losses (collectively, “NOLs”). For federal…

Entry into a Material Definitive Agreement. To the extent required by

Entry into a Material Definitive Agreement. On August 6, 2025, Heron Therapeutics, Inc. (the “Company”) entered into a Framework Agreement (the “Framework Agreement”) with Patheon Austria GmbH & Co KG (“Patheon”) and Thermo Fisher Scientific Inc. (solely for purposes as specified therein). Under the Framework Agreement, the Company and Patheon agreed to the terms under which Patheon will manufacture and supply the Company with specific quantities of certain products (the “Products”) and the C…

Entry into a Material Definitive Agreement. Cooperation Agreement On August 8, 2025, Heron Therapeutics, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Rubric Capital Management LP (“Rubric”), regarding certain changes to the composition of the Company’s Board of Directors (the “Board”) and other related matters. Pursuant to the terms of the Cooperation Agreement, the Company has agreed to: (1) increase the size of the Board from six to seven dire…

Other Events. Refinancing Transactions As previously disclosed, on August 8, 2025, the Company entered into (i) an amendment (the “Second Amendment”) to that certain Working Capital Facility Agreement, dated August 9, 2023, with Hercules Capital, Inc., as administrative agent and collateral agent, and the several banks and other financial institutions or entities from time to time parties thereto, to increase the aggregate principal amount of terms loans of up to $150.0 million plus accrued a…

Unregistered Sale of Equity Securities To the extent required by

Entry into a Material Definitive Agreement. Secured Debt Transaction On August 8, 2025, Heron Therapeutics, Inc. (the “Company”), together with certain of its subsidiaries, entered into an amendment (the “Second Amendment”) to that certain Working Capital Facility Agreement, dated August 9, 2023 (as amended, the “Loan Agreement”), with Hercules Capital, Inc., as administrative agent and collateral agent, and the several banks and other financial institutions or entities from time to time part…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant To the extent required by

Other Events. On August 8, 2025, the Company issued a press release announcing (i) the Second Amendment, (ii) the Note Exchange, (iii) the Convertible Note Issuance and (iv) the Private Placement, which is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Chief Operating Officer — Mark Hensley: Heron Therapeutics appointed Mark Hensley as Chief Operating Officer with significant compensation and equity incentives.

Results of Operations and Financial Condition. On February 27, 2025, Heron Therapeutics, Inc. (“Company”) issued a press release announcing its financial results for the three and twelve months ended December 31, 2024 (“Earnings Press Release”). A copy of the Earnings Press Release is furnished as Exhibit 99.1. This

Entry into a Material Definitive Agreement. On February 13, 2025, Heron Therapeutics, Inc. (the “Company”), together with certain of its subsidiaries, entered into an amendment (the “First Amendment”) to that certain Working Capital Facility Agreement, dated August 9, 2023 (the “Loan Agreement”), with Hercules Capital, Inc., as administrative agent and collateral agent, and the several banks and other financial institutions or entities from time to time parties thereto. The First Amendment am…