HRTX 8-K
Heron Therapeutics, Inc. /De/ (HRTX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 27, 2025, the Board of Directors (the “Board”) of Heron Therapeutics, Inc. (the “Company”) appointed Thomas Cusack to the Board to serve for a term expiring at the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified or until his earlier death, resignation or removal. In connection with his appointment, Mr. Cusack will be appointed to the Nominating and Corporate Governance Committee of the Board. Mr. Cusack was appointed to the Board pursuant to the Cooperation Agreement entered into between the Company and Rubric Capital Management LP, dated as of August 8, 2025.
There were no arrangements or understanding between Mr. Cusack and any other person pursuant to which he was appointed as a director of the Company. Mr. Cusack does not have a direct or indirect material interest in any transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
For his service as a non-employee director of the Company, Mr. Cusack will receive compensation in accordance with the Company’s standard compensation program for its non-employee directors, which is described under the heading “Non-Employee Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 30, 2025. In addition, Mr. Cusack will enter into the Company’s standard form of Director Indemnification Agreement (the “Indemnification Agreement”).
The foregoing description of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text of the form of Indemnification Agreement, which will be filed as an exhibit with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 29, 2025, the Company issued a press release with respect to the matters described in this Current Report on Form 8-K. A copy of this press release is attached hereto as Exhibit 99.1.
As provided in General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document). |
SIGNATURES
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 hereunto duly authorized.
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Heron Therapeutics, Inc. |
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Date: October 29, 2025 |
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/s/ Ira Duarte |
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Ira Duarte |
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Executive Vice President, Chief Financial Officer |
Exhibit 99.1
Heron Therapeutics Announces Appointment of Thomas Cusack to Board of Directors
CARY, N.C., Oct. 29, 2025 (GLOBE NEWSWIRE) -- Heron Therapeutics, Inc. (Nasdaq: HRTX) (“Heron” or the Company”), a commercial-stage biotechnology company, today announced the appointment of Thomas Cusack to its Board of Directors. Mr. Cusack has extensive experience in matters related to corporate finance, investment management, and corporate governance. Mr. Cusack was appointed to the Board pursuant to the Cooperation Agreement entered into between the Company and Rubric Capital Management LP, dated as of August 8, 2025.
Mr. Cusack was appointed as a director of Heron as of October 27, 2025. Mr. Cusack has more than 20 years of experience in investment management and corporate finance. Most recently, from 2011 to 2025, he served as a Managing Director of Starboard Value LP, a New York-based investment fund with approximately $9 billion in assets under management known for its active approach to investing in public companies. In this capacity, Mr. Cusack played a central role in evaluating investment opportunities, developing new operating strategies, and working closely with boards and management teams to improve performance and corporate governance. Prior to his tenure at Starboard Value, from 2006 to 2011, he was an investment banker at Barclays Capital and Lehman Brothers focusing on Mergers & Acquisitions within the Technology, Media, & Telecom sectors. Mr. Cusack holds a B.S. in Finance & Accounting from the Leonard N. Stern School of Business at New York University.
“We are excited to welcome Tom to Heron’s Board of Directors,” said Craig Collard, Chief Executive Officer of Heron. “We look forward to working in partnership with Tom, and I am confident that he will be an important asset to the Board as we drive continued growth of our existing portfolio of proprietary products focused on improving the lives of patients.”
About Heron Therapeutics, Inc.
Heron Therapeutics, Inc. is a commercial-stage biotechnology company focused on improving the lives of patients by developing and commercializing therapeutic innovations that improve medical care. Our advanced science, patented technologies, and innovative approach to drug discovery and development have allowed us to create and commercialize a portfolio of products that aim to advance the standard-of-care for acute care and oncology patients. For more information, visit www.herontx.com.
Forward-looking Statements
This news release contains “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Heron cautions readers that forward-looking statements are based on management’s expectations and assumptions as of the date of this news release and are subject to certain risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, risks and uncertainties identified in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements reflect our analysis only on their stated date, and Heron takes no obligation to update or revise these statements except as may be required by law.
Investor Relations and Media Contact:
Ira Duarte
Executive Vice President, Chief Financial Officer
Heron Therapeutics, Inc.
[email protected]
858-251-4400