As filed with the Securities and Exchange Commission on May 28, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Heron Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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94-2875566
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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4242 Campus Point Court, Suite 200
San Diego, California 92121
(858) 251-4400
(Address, including zip code and telephone number, including area code, of Registrants principal executive offices)
David Szekeres
Executive
Vice President, Chief Operating Officer
Heron Therapeutics, Inc.
4242 Campus Point Court, Suite 200
San Diego, California 92121
(858) 251-4447
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Ryan A.
Murr
Branden C. Berns
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
(415) 393-8200
Approximate
Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of the Registration Statement as the registrant shall determine.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act Registration Statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered (1)
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Unit (2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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12,441,021 shares
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$13.85
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$172,308,140.85
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$18,798.82
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(1)
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Consists of (a) 9,819,234 shares of the registrants common stock issuable upon the conversion of the
registrants senior unsecured convertible promissory notes (the Notes) and (b) 2,621,787 shares of the registrants common stock, which represents the maximum number of additional shares of common stock issuable in connection
with an adjustment to the conversion rate of the Notes if a holder of Notes exercises its conversion right upon the occurrence of certain transactions. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement
also covers such additional shares of the registrants common stock as may hereafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments.
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(2)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low prices of the registrants common stock on May 26, 2021, as reported on The Nasdaq Capital Market.
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