Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUI TY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPO N SENIOR SECURITIES
None.
ITEM 4. MINE SA FETY DISCLOSURES
Not applicable.
ITEM 5. OTHE R INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2026, no new Rule 10b5-1 trading arrangements (as defined in Item 408(a)(1)(i) of Regulation S-K) and non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act were adopted or terminated by our directors and/or executive officers (as defined in Section 16 of the Exchange Act).
During the three months ended June 30, 2026, the Company did not adopt or terminate a Rule 10b5-1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K).
41
ITEM 6. EXHIBITS
The exhibits listed on the Exhibit Index hereto are filed or furnished (as stated therein) as part of this Quarterly Report on Form 10‑Q.
Exhibit
Number
Description
31.1+
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1++
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.1+*
Amendment No. 1 to Framework Agreement, dated November 13, 2025, by and between Heron Therapeutics, Inc. and Patheon Austria GmbH & Co KG
10.2+*
Amendment No. 2 to Framework Agreement, dated July 20, 2026, by and between Heron Therapeutics, Inc. and Patheon Austria GmbH & Co KG
10.3+*
Waiver, Consent, and Fourth Amendment to the Working Capital Facility Agreement, dated August 7, 2026, by and between Heron Therapeutics, Inc. and Hercules Capital, Inc., as administrative agent, collateral agent, and lender
101.INS
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document included as Exhibit 101)
+ Filed herewith
++ Furnished herewith
* Certain information has been omitted from the exhibit in compliance with Item 601(b)(10) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the Company if publicly disclosed.
Management contract or compensatory plan, contract or arrangement.
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SIGNAT URES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Heron Therapeutics, Inc.
Date: August 10, 2026
By:
/s/ Craig Collard
Craig Collard
Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Ira Duarte
Ira Duarte
Executive Vice President, Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
43
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.