10/27/2026 | Press release | Distributed by Public on 10/27/2026 15:09
As filed with the Securities and Exchange Commission on October 27, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Heron Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
94-2875566 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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25 Fenton Main Street, Suite 300, Cary, North Carolina (Address of Principal Executive Offices) |
27511 (Zip Code) |
2007 Equity Incentive Plan, as amended
1997 Employee Stock Purchase Plan, as amended
(Full Title of the Plans)
Ira Duarte
Executive Vice President, Chief Financial Officer
Heron Therapeutics, Inc.
25 Fenton Main Street, Suite 300
Cary, North Carolina 27511
(Name and address of agent for service)
(858) 251-4400
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
Accelerated filer |
☒ |
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Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
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Emerging growth company |
☐ |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an additional 26,560,000 shares of common stock, par value $0.01 per share ("Common Stock"), of Heron Therapeutics, Inc. (the "Registrant"), consisting of:
The shares of Common Stock previously reserved for issuance under the 2007 Plan were registered on the Registrant's Registration Statements on Form S-8 (File Nos. 333-148660, 333-167515, 333-176365, 333-198853, 333-206165, 333-214503, 333-219830, 333-233023, 333-259518, 333-267352, 333-273059, and 333-281293) filed with the Securities and Exchange Commission (the "SEC") on January 14, 2008, June 15, 2010, August 17, 2011, September 19, 2014, August 6, 2015, November 8, 2016, August 9, 2017, August 5, 2019, September 14, 2021, September 9, 2022, June 30, 2023, and August 6, 2024 respectively, and the shares of Common Stock previously reserved for issuance under the 1997 ESPP were registered on the Registrant's Registration Statements on Form S-8 (File Nos. 333-35151, 333-118546, 333-127574, 333-137954, 333-148660, 333-162610, 333-176366, 333-198853, 333-206165, 333-214503, 333-219830, 333-233023, 333-259518, 333-267352, 333-273059, and 333-281293) filed with the SEC on September 8, 1997, August 25, 2004, August 16, 2005, October 11, 2006, January 14, 2008, October 21, 2009, August 17, 2011, September 19, 2014, August 6, 2015, November 8, 2016, August 9, 2017, August 5, 2019, September 14, 2021, September 9, 2022, June 30, 2023, and August 6, 2024 respectively (collectively, the foregoing Registration Statements are referred to herein as the "Prior Registration Statements").
This Registration Statement relates, in part, to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8. Pursuant to General Instruction E of Form S-8, the contents of Prior Registration Statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein, except for Items 3 and 8, which are being updated by this Registration Statement.
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"), and the introductory note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents have been filed by the Registrant with the U.S. Securities and Exchange Commission (the "Commission") and are incorporated herein by reference:
All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be "filed" with the Commission.
Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Item 8. Exhibits
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Exhibit No. |
Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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5.1 |
Opinion of DLA Piper LLP* |
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23.1 |
Consent of DLA Piper LLP (included in Exhibit 5.1 above)* |
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23.2 |
Consent of WithumSmith+Brown, PC, independent registered public accounting firm* |
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24.1 |
Power of Attorney (included on the signature page)* |
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99.1 |
Amended and Restated 2007 Equity Incentive Plan* |
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99.2 |
Amended and Restated 1997 Employee Stock Purchase Plan* |
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107.1 |
Filing Fee Table* |
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* |
Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cary, State of North Carolina, on October 27, 2026.
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HERON THERAPEUTICS, INC. |
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(Registrant) |
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By: |
/s/ Ira Duarte |
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Ira Duarte Executive Vice President, Chief Financial Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Craig Collard and Ira Duarte, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Craig Collard Craig Collard |
Chief Executive Officer and Director (Principal Executive Officer) |
October 27, 2026 |
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/s/ Ira Duarte Ira Duarte |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 27, 2026 |
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/s/ Adam Morgan Adam Morgan |
Chairman of the Board of Directors |
October 27, 2026 |
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/s/ Tom Cusack |
Director |
October 27, 2026 |
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Tom Cusack |
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/s/ Sharmila Dissanaike Sharmila Dissanaike |
Director |
October 27, 2026 |
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/s/ Craig Johnson Craig Johnson |
Director |
October 27, 2026 |
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/s/ Michael Kaseta Michael Kaseta |
Director |
October 27, 2026 |
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/s/ Christian Waage Christian Waage |
Director |
October 27, 2026 |
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