Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
*The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 427746102
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13G
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Page 2 of 8 Pages
|
|
1
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NameS of Reporting
Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)
TANG CAPITAL PARTNERS,
LP
|
|
2
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Check
the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ý
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place
of Organization
DELAWARE
|
|
Number of
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5
|
Sole Voting Power
0
|
|
Shares
BENEFICIALLY
Owned by
|
6
|
Shared Voting Power
7,635,655
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Each Reporting
Person with
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7
|
Sole Dispositive
Power
0
|
|
|
8
|
Shared Dispositive
Power
7,635,655
|
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9
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Aggregate Amount
Beneficially Owned by each Reporting Person
7,635,655
|
|
10
|
Check Box if the
Aggregate Amount in Row (9) excludes certain shares
¨
|
|
11
|
Percent of Class
represented by amount in row 9
7.8%
|
|
12
|
type of reporting
person
pN
|
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CUSIP No. 427746102
|
13G
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Page
3 of 8 Pages
|
|
1
|
NameS of Reporting
Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)
Tang Capital Management,
LLC
|
|
2
|
Check
the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ý
|
|
3
|
SEC Use Only
|
|
4
|
Citizenship or Place
of Organization
DELAWARE
|
|
Number of
|
5
|
Sole Voting Power
0
|
|
Shares
BENEFICIALLY
Owned by
|
6
|
Shared Voting Power
7,635,655
|
Each Reporting
Person with
|
7
|
Sole Dispositive
Power
0
|
|
|
8
|
Shared Dispositive
Power
7,635,655
|
|
9
|
Aggregate Amount
Beneficially Owned by each Reporting Person
7,635,655
|
|
10
|
Check Box if the
Aggregate Amount in Row (9) excludes certain shares
¨
|
|
11
|
Percent of Class
represented by amount in row 9
7.8%
|
|
12
|
type of reporting
person
OO
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|
CUSIP No. 427746102
|
13G
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Page
4 of 8 Pages
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|
1
|
NameS of Reporting
Persons
I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)
Kevin Tang
|
|
2
|
Check
the Appropriate Box if a Member of a Group*
|
(a) ¨
(b) ý
|
|
3
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SEC Use Only
|
|
4
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Citizenship or Place
of Organization
united states
|
|
Number of
|
5
|
Sole Voting Power
3,445
|
|
Shares
BENEFICIALLY
Owned by
|
6
|
Shared Voting Power
7,635,655
|
Each Reporting
Person with
|
7
|
Sole Dispositive
Power
3,445
|
|
|
8
|
Shared Dispositive
Power
7,635,655
|
|
9
|
Aggregate Amount
Beneficially Owned by each Reporting Person
7,639,100
|
|
10
|
Check Box if the
Aggregate Amount in Row (9) excludes certain shares
¨
|
|
11
|
Percent of Class
represented by amount in row 9
7.8%
|
|
12
|
type of reporting
person
IN
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|
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Item 1(a).
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Name of Issuer:
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Heron Therapeutics, Inc., a Delaware corporation
(the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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4242 Campus Point Court, Suite 200, San
Diego, CA 92121
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Item 2(a).
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Name of Person Filing:
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This Statement on Schedule 13G (this “Statement”)
is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner
of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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4747 Executive Drive, Suite 210, San Diego, CA 92121
Tang Capital Partners is a Delaware limited partnership.
Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.01 per share (the “Common
Stock”)
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|
Item 2(e).
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CUSIP Number: 427746102
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|
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(a)
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Amount Beneficially Owned:
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Tang Capital Partners.
Tang Capital Partners is the beneficial owner of 7,635,655 shares of the Issuer’s
Common Stock, which are currently issuable upon conversion of the Notes (defined below).
Tang Capital Partners shares voting
and dispositive power over such shares with Tang Capital Management and Kevin Tang.
Tang Capital Partners, LP is the owner of $6,108,524 principal amount of Senior Secured Convertible Notes due 2021 (the “Notes”), which may
be converted into Common Stock at a conversion rate of 1,250 shares per $1,000 principal amount of Notes.
Tang Capital Management. Tang Capital
Management is the beneficial owner of 7,635,655 shares of the Issuer’s Common
Stock, which are currently issuable upon conversion of the Notes (defined below).
Tang Capital Management shares voting and dispositive
power over such shares with Tang Capital Partners and Kevin Tang.
Tang Capital Partners, LP is the owner of $6,108,524
principal amount of Senior Secured Convertible Notes due 2021 (the “Notes”), which may be converted into Common Stock
at a conversion rate of 1,250 shares per $1,000 principal amount of Notes.
Kevin Tang. Kevin Tang is the beneficial
owner of 7,635,655 shares of the Issuer’s Common Stock, which are currently
issuable upon conversion of the Notes (defined below), and 3,445 shares owned by Kevin Tang’s minor children under the Uniform
Transfers to Minors Act, for which Kevin Tang serves as trustee.
Kevin Tang shares voting and dispositive power
over such shares with Tang Capital Management and Tang Capital Partners.
Tang Capital Partners, LP is the owner of $6,108,524
principal amount of Senior Secured Convertible Notes due 2021 (the “Notes”), which may be converted into Common Stock
at a conversion rate of 1,250 shares per $1,000 principal amount of Notes.
The mailing address of all of the foregoing
persons and entities is c/o Tang Capital Management, LLC, 4747 Executive Drive, Suite 210, San Diego, CA 92121.
The percentages used herein are based on 98,490,909
shares of Common Stock outstanding (90,855,254 reported to be issued and outstanding as of October 29, 2020, as set forth in the
Company’s Quarterly Report on Form 10-Q that was filed with the SEC on November 5, 2020, plus an additional 7,635,655 shares
of Common Stock currently issuable upon conversion of the Notes).
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Tang Capital Partners
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7.8%
|
|
Tang Capital Management
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7.8%
|
|
Kevin Tang
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7.8%
|
|
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(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote:
|
|
Tang Capital Partners
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0 shares
|
|
Tang Capital Management
|
0 shares
|
|
Kevin Tang
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3,445 shares
|
|
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(ii)
|
shared power to vote or to direct the vote:
|
|
Tang Capital Partners
|
7,635,655 shares
|
|
Tang Capital Management
|
7,635,655 shares
|
|
Kevin Tang
|
7,635,655 shares
|
|
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(iii)
|
sole power to dispose or to direct the disposition of:
|
|
Tang Capital Partners
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0 shares
|
|
Tang Capital Management
|
0 shares
|
|
Kevin Tang
|
3,445 shares
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of:
|
|
Tang Capital Partners
|
7,635,655 shares
|
|
Tang Capital Management
|
7,635,655 shares
|
|
Kevin Tang
|
7,635,655 shares
|
|
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Item 5.
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Ownership of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: o
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|
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on by the Parent Holding Company.
|
Not applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below I certify that, to the best of
my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
|
Date:
|
February
16, 2021
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|
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|
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|
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TANG CAPITAL PARTNERS, LP
|
|
|
|
|
|
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By:
|
Tang Capital Management, LLC, its General Partner
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
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TANG CAPITAL MANAGEMENT, LLC
|
|
|
|
|
|
|
|
|
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By:
|
/s/ Kevin Tang
|
|
|
|
Kevin Tang, Manager
|
|
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|
|
|
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/s/ Kevin Tang
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Kevin Tang
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Page 8 of 8 Pages