10/15/2025 | Press release | Distributed by Public on 10/15/2025 14:09
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Stockholders' Meeting (the "Special Meeting")of Heron Therapeutics, Inc. (the "Company") held on October 13, 2025, the Company's stockholders voted on two proposals, including: (1) to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company's common stock, par value $0.01 per share ("Common Stock") in connection with the conversion, at the option of the holder, of convertible senior unsecured promissory notes due 2031 held by several non-affiliated purchasers, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company's Common Stock issued and outstanding prior to such issuance; and (2) to approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company's Common Stock in connection with the automatic conversion of the Company's Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Convertible Preferred Stock") held by several non-affiliated holders, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company's Common Stock issued and outstanding prior to such issuance.
Only stockholders of record as of the close of business on September 11, 2025 (the "Record Date") were entitled to vote at the Special Meeting. As of the Record Date, 183,314,409 shares of common stock of the Company were outstanding and entitled to vote at the Special Meeting. At the Special Meeting, 95,425,824 shares of common stock of the Company were represented in person and by proxy, constituting a quorum for the Special Meeting.
The votes with respect to each of the two proposals voted on at the Special Meeting are set forth below:
Proposal 1: The Company's stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company's Common Stock in connection with the conversion, at the option of the holder, of convertible senior unsecured promissory notes due 2031 held by several non-affiliated purchasers, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company's Common Stock issued and outstanding prior to such issuance:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
89,632,206 |
5,575,457 |
218,161 |
0 |
Proposal 2: The Company's stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of a number of shares of the Company's Common Stock in connection with the automatic conversion of the Company's Series A Convertible Preferred Stock held by several non-affiliated holders, which could, under certain circumstances that may occur in the future, exceed 19.99% of the number of shares of the Company's Common Stock issued and outstanding prior to such issuance:
|
For |
Against |
Abstain |
Broker Non-Votes |
|||
|
91,534,602 |
3,672,091 |
219,131 |
0 |