Heron Therapeutics, Inc. filed a DEFA14A with the SEC on November 9, 2026, disclosing preliminary communications related to a proposed transaction in which the company will sell substantially all of its assets to CorMedix Inc. under an Asset Purchase Agreement dated November 8, 2026.

Key Highlights

  • Asset Sale Agreement: Heron Therapeutics and CorMedix Inc. entered into an Asset Purchase Agreement dated November 8, 2026, under which Heron will sell substantially all of its assets to CorMedix.
  • Excluded Assets: The sale excludes certain assets, including Heron's federal income tax net operating loss carryforwards (NOLs) and certain other tax attributes, according to the filing.
  • Consideration Structure: CorMedix will issue shares of its common stock to Heron as consideration, to be issued in a private placement relying on an exemption from Securities Act registration requirements.
  • Stockholder Approval Required: The filing states Heron intends to file a proxy statement on Schedule 14A with the SEC, and stockholder approval is among the conditions for closing.
  • Post-Closing Status: According to the filing, Heron expects to remain a publicly traded company following the closing, though the filing identifies risks around Nasdaq continued listing compliance and potential Investment Company Act classification.
  • Earn-Out and Royalties: The filing references the potential achievement of earn-out milestones and royalty payments as part of the transaction terms.

Heron Therapeutics Discloses Preliminary Communications on CorMedix Asset Sale

According to the filing, Heron Therapeutics, Inc. entered into an Asset Purchase Agreement with CorMedix Inc., dated November 8, 2026, under which Heron will sell substantially all of its assets to CorMedix. The filing specifies that certain assets are excluded from the sale, including Heron's federal income tax net operating loss carryforwards and certain other tax attributes. CorMedix has agreed to acquire those assets and assume certain liabilities of Heron, upon the terms and subject to the conditions set forth in the agreement.

The DEFA14A, filed as soliciting material pursuant to Rule 240.14a-12, consists of seven exhibits: a Fact Sheet, an Employee Email, an Employee FAQ, a Field Team Toolkit, a Partner/Supplier Email, a Healthcare Professional/Patient Advocacy Group/Key Opinion Leader Email, and an Investor/Analyst Courtesy Note. The filing states that Heron intends to file a definitive proxy statement with the SEC in connection with the proposed transaction, and that stockholder approval is a required condition to closing.

The filing discloses that shares of CorMedix common stock to be issued to Heron as consideration will be issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended. The filing also notes several risks related to the proposed transaction, including the risk that Heron "may not regain or maintain compliance with Nasdaq's continued listing requirements" and the risk that Heron "may be deemed an investment company under the Investment Company Act of 1940" following the closing. The forward-looking statements contained in the communication are the company's own and subject to its cautionary language.

What Was Disclosed

Heron Therapeutics filed preliminary soliciting materials disclosing a proposed asset sale to CorMedix Inc. under an agreement dated November 8, 2026. The sale excludes Heron's NOLs. Stockholder approval is required, and a proxy statement is forthcoming.