Heron Therapeutics (HRTX) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 13, 2025, to vote on two key proposals regarding share issuances related to convertible notes and preferred stock.

• Both proposals could result in issuances exceeding 19.99% of outstanding common stock, requiring shareholder approval under Nasdaq Listing Rule 5635(d).

• The Board recommends voting FOR both proposals to facilitate refinancing transactions and capital raising.

• Voting can be conducted online, by phone, or by mail, with detailed instructions provided to all shareholders.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of common stock upon conversion of convertible senior unsecured promissory notes due 2031, potentially exceeding 19.99% of pre-issuance shares.

• Proposal 2: Approve issuance of common stock upon conversion of Series A Convertible Preferred Stock, potentially exceeding 19.99% of pre-issuance shares.

• Both proposals are non-routine matters; broker non-votes will have no effect on the outcome.

• A majority of votes cast is required for approval; abstentions and broker non-votes do not count as votes cast.

• No other matters are expected to be presented at the meeting.

Board of directors and corporate governance

• The Board is soliciting proxies and recommends voting FOR both proposals.

• Directors and employees may solicit proxies but receive no additional compensation for doing so.

• The Board will vote on any other matters that arise at the meeting at their discretion.