HRTX Heron Therapeautics Inc

Underwriting Agreement

On October 3, 2019, Heron Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC, Cowen and Company, LLC and Evercore Group L.L.C., as representatives of the several underwriters identified in Schedule A thereto (the “Underwriters”), pursuant to which the Company (i) agreed to issue and sell an aggregate of 8,571,429 shares of its common stock (the “Shares”) to the Underwriters and (ii) granted the Underwriters an option for 30 days to purchase up to an additional 1,285,714 shares of its common stock that may be sold upon the exercise of such option by the Underwriters (the “Offering”). The Shares were sold at a public offering price of $17.50 per Share and, except with respect to the Shares sold to Tang Capital Partners, LP (“TCP”), were purchased by the Underwriters from us at a price of $16.45 per Share. TCP, an affiliate of Kevin Tang, the Chairman of the Board of Directors of the Company, agreed to purchase 285,714 of the Shares in the Offering at the public offering price. The Underwriters did not receive any underwriting discounts or commissions with respect to the sale of Shares to TCP.

We estimate that the net proceeds we will receive from the Offering, excluding the proceeds from the additional 1,285,714 shares of common stock that may be purchased by the Underwriters following the exercise of their option, will be approximately $141.1 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by us.

The Offering was made pursuant to the Company’s automatically effective registration statement on Form S-3 (Registration No. 333-219172), which was previously filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

The Offering closed on October 8, 2019. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities. A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.