X0508 4 2025-08-08 0 0000818033 HERON THERAPEUTICS, INC. /DE/ HRTX 0001687509 Rubric Capital Management LP 155 EAST 44TH ST, SUITE 1630 NEW YORK NY 10017 0 0 1 0 0001898677 Rosen David Efraim 155 EAST 44TH ST., SUITE 1630 NEW YORK NY 10017 0 0 1 0 0 Common Stock, par value $0.01 per share ("Common Stock") 2025-08-08 4 P 0 2387225 1.5 A 29100728 I See footnotes Convertible Senior Unsecured Promissory Notes ("Notes") 2025-08-08 4 P 0 35000000 33250000 A See footnote 35000000 I See footnotes Series A Convertible Preferred Stock ("Preferred Shares") 2025-08-08 4 P 0 94610 15.00 A Common Stock 946100 94610 I See footnotes This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital. The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein. The Notes convert at an initial conversion rate of 555.5556 per $1,000 principal amount of Notes, subject to adjustment as set forth in that certain Note Purchase Agreement, dated as of August 8, 2025, by and between the Company, the purchasers from time to time party hereto, and Rubric Capital Management LP, as agent for the purchasers. Conversions of the Notes are settled, at the election of the Company, in cash, shares of Common Stock, or a combination of cash and shares of Common Stock. The Notes bear cash interest at a rate of 5.0% per year until maturity, provided that the Company has the right to pay all accrued and unpaid interest prior to September 1, 2026 in new Notes at a rate of 7.0% per year. The Notes are convertible after the later of (i) the receipt by the Company of the approval of its stockholders under the rules of the Nasdaq Capital Market of the issuance by the Company of all of shares of Common Stock upon conversion thereof (assuming settlement of conversions solely in Common Stock) without giving effect to any cap on conversion or (ii) December 31, 2025. The Notes mature on the fifth anniversary of the closing date, scheduled to occur on August 12, 2025. Upon receipt of the requisite votes of the Company's stockholders required to approve the issuance of the shares of Common Stock upon conversion of the Preferred Stock pursuant to the applicable rules of the Nasdaq Capital Market, the Preferred Shares shall, without any further action on the part of the holder thereof or the Company, automatically be converted at an initial conversion price of $1.50, subject to adjustment as set forth in the Certificate of Designation of Rights, Preferences and Privileges of the Preferred Shares, dated as of August 8, 2025. Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer 2025-08-12 /s/ David Rosen 2025-08-12