HRTX Heron Therapeautics Inc

As filed with the Securities and Exchange Commission on May 6, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Heron Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Non-Plan Inducement Stock Option Grant

Non-Plan Inducement Performance-Vesting Stock Option Grant

Non-Plan Inducement Restricted Stock Unit Grant

(Full Title of the Plans)

Ira Duarte

Executive Vice President, Chief Financial Officer

Heron Therapeutics, Inc.

100 Regency Forest Drive, Suite 300

Cary, North Carolina 27518

(Name and address of agent for service)

(858) 251-4400

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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.

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. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register 1,900,000 shares of common stock, par value $0.01 per share (“Common Stock”), of Heron Therapeutics, Inc. (the “Registrant”), consisting of:

The Inducement Awards were approved by the Compensation Committee of the Registrant’s Board of Directors as an inducement material to Hensley entering into employment with the Registrant.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required in Part I of this Registration Statement have been or will be sent or given to the participating employee as specified in Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by the Registrant with the Commission and are incorporated herein by reference:

All reports and other documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such reports and documents. The Registrant is not incorporating by reference any reports or documents or portions thereof that are not considered to be “filed” with the Commission.

Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers

The Registrant is incorporated under the laws of the State of Delaware. Section 102 of the Delaware General Corporation Law (the “DGCL”) permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit.

Section 145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

As permitted by the DGCL, Section B of Article VI of the Registrant’s Certificate of Incorporation provides:

(1) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer, of the Corporation or is or was serving at the request of the

Corporation, as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Section B shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of its board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(2) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section B shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

(3) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

In addition, the Registrant has entered into agreements with its directors and executive officers that require it to indemnify them against expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact that such person is or was a director or officer of the Registrant, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the Registrant. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. At present, no litigation or proceeding is pending that involves any of the Registrant’s directors or officers regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

Item 7. Exemption From Registration Claimed

Not applicable.

Item 8. Exhibits

Item 9. Undertakings.

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range

may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fees” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cary, State of North Carolina, on May 6, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Craig Collard and Ira Duarte, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

May 6, 2025

Heron Therapeutics, Inc.

100 Regency Forest Drive, Suite 300

Cary, North Carolina 27518

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as special counsel to Heron Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company on the date hereof with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, for the registration of an aggregate of 1,900,000 shares (collectively, the “Shares” and each, a “Share”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that are issuable (a) upon the exercise of the non-statutory stock options to purchase 500,000 shares of Common Stock issued pursuant to that certain offer letter dated April 22, 2025 (the “Offer Letter” and such non-statutory stock options, collectively, the “Non-Statutory Stock Options”), (b) upon the exercise of the performance-vesting non-statutory stock options to purchase up to a maximum of 900,000 shares of Common Stock issued pursuant to the Offer Letter (such performance-vesting non-statutory stock options, collectively, the “PSOs” and together with the Non-Statutory Stock Options, the “Options”), and (c) restricted stock units payable by the issuance of 500,000 shares of Common Stock issued pursuant to the Offer Letter (collectively, the “RSUs” and together with the Options, the “Awards”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

For the purposes of rendering the opinion stated herein, we have examined (a) the Registration Statement; (b) the Company’s certificate of incorporation as certified by the Secretary of State of the State of Delaware on July 19, 2024; (c) the Amended and Restated Bylaws of the Company as adopted and effective as of February 7, 2019; (d) the Offer Letter; (e) the Amended and Restated 2007 Equity Incentive Plan of the Company; (f) the Form of 2007 Equity Incentive Plan Stock Option Agreement (the “Option Agreement”); (g) the Form of 2007 Equity Incentive Plan Restricted Stock Unit Agreement (the “RSU Agreement” and together with the Option Agreement, the “Award Agreements”); (h) the Unanimous Written Consent of the Board of Directors of the Company dated as of January 10, 2025 approving the Equity Award Approval Policy of the Company; (i) the Unanimous Written Consent of the Compensation Committee of the Board of Directors of the Company dated April 22, 2025 approving the Offer Letter, the issuance of the Awards and the issuance of the Shares; (j) the Unanimous Consent of the Board of Directors of the Company dated May 5, 2025 approving the Registration Statement; and (k) a certificate of an officer of the Company, dated the date hereof (the “Fact Certificate”).

For purposes of rendering our opinions below, we have not examined any document other than the documents listed above and assume there exists no provision of any document relating to the matters covered by our opinions below that we have not reviewed that is inconsistent with the documents listed above or our opinions below. We have conducted no independent factual investigation of our own but rather have relied on the documents listed above, the statements and information set forth therein and the additional matters recited or assumed in this opinion letter, all of which we assume to be true, complete and accurate in all respects.

For purposes of this opinion letter, we have assumed that: (a) each document examined by us is accurate and complete; (b) each document examined by us that is an original is authentic; (c) each document examined by us that is a copy conforms to an authentic original; (d) all signatures on each document examined by us are genuine; and (e) the Company, is and shall remain at all times, a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. We have further assumed for purposes of this opinion letter (i) the legal capacity of natural persons, (ii) that each part to the documents that we have examined has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make the documents examined by us enforceable against that party, and (iii) that neither the issuance of the Awards nor the issuance of the Shares will increase the proportionate share of Common Stock held by an “interested stockholder” (within the meaning of Section 203(c) of the General Corporation Law of the State of Delaware (the “DGCL”)). We have not verified any of the foregoing assumptions.

In rendering our opinions below, we also have assumed that (i) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of any Shares, (ii) either (A) upon the issuance of a Share, such Share will be evidenced by an appropriate certificate that has been, duly executed and delivered, or (B) prior to the issuance of a Share, the Board of Directors of the Company (the “Board”) will have adopted a resolution (that has not been rescinded or revoked) providing that all shares of Common Stock shall be uncertificated in accordance with Section 158 of the of the DGCL, (ii) within a reasonable time after the issuance of an uncertificated Share, the registered owner of such Share will be given notice in writing or by electronic transmission in compliance with Section 151(f) of the DGCL, (iv) the issuance of each Share will be duly recorded in the stock ledger of the Company upon its issuance, (v) the Offer Letter and the Award Agreements evidencing the Awards constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, (vi) the Company will receive consideration for each Share as set forth in the Offer Letter and the Award Agreements evidencing the Awards, which consideration shall be at least equal to the par value of such share of Common Stock, and (vii) the Company has received the consideration for the issuance of the Awards as set forth in the Offer Letter.

Our opinions set forth below are limited to the DGCL and reported decisions interpreting the DGCL. We express no opinion as to the laws, rules, or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

Based upon and subject to the foregoing, and assuming that the Registration Statement is effective at the time of issuance of any Shares, it is our opinion that the Shares (a) have been duly authorized for issuance by the Company pursuant to, and on the terms set forth in, the Offer Letter and the Award Agreements evidencing the Awards and (b) when and if issued pursuant to the terms of the Offer Letter and the Award Agreements evidencing the Awards, will be validly issued, fully paid, and non-assessable.

We hereby consent to the filing of this opinion letter with the SEC as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are experts with respect

to any part of the Registration Statement within the meaning of the term “expert” as used in Section 11 of the Securities Act or the rules and regulations promulgated thereunder by the SEC, nor do we admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 27, 2025, relating to the consolidated financial statements of Heron Therapeutics, Inc. and subsidiaries (the “Company”) as of and for the years ended December 31, 2024 and 2023, and the effectiveness of internal controls over financial reporting as of December 31, 2024, included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2024.

/s/ WithumSmith+Brown, PC

Orlando, Florida

May 6, 2025

HERON THERAPEUTICS, INC. ID: 94-2875566

100 Regency Forest Drive

Suite 300

Cary, North Carolina 27518

Notice of Grant of Stock Options and Option Agreement

Name: Address:

Option Number: Plan: Amended and Restated 2007 Equity Incentive Plan

Unless otherwise defined herein, the terms defined in the Amended and Restated 2007 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Notice of Grant of Stock Options and Option Agreement.

Effective [_______] (the “Grant Date”), you have been granted a Non-Qualified Stock Option to buy [_______] shares of HERON THERAPEUTICS, INC. (the “Company”) common stock (“Common Stock”) at $[_______] per share (“Exercise Price”) as an inducement material to you entering into employment with the Company in compliance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement Option”).

The total Exercise Price of all of the shares of Common Stock granted is $[_______]. Shares of Common Stock granted will be subject to the following vesting schedule:

The Inducement Option is granted outside of the Plan but is subject to all of the terms and conditions of the Plan (as if it had been granted under the Plan), and in this Notice of Grant of Stock Options and Option Agreement. Notwithstanding the terms of the Plan, because the Inducement Option is granted outside of the Plan and in compliance with Nasdaq Listing Rule 5635(c)(4):

In the event that at the time of exercise of all or any portion of the Inducement Option, the Company does not have a sufficient amount of authorized shares of Common Stock to cover such exercise, the Company may, in lieu of delivering the requisite number of shares of Common Stock, and in full satisfaction and accord of its respective obligations with respect to the Inducement Option and under this Notice of Grant of Stock Options and Option Agreement, provide you with a gross cash payment in an amount equal to (i) the difference between the Fair Market Value on the date of such exercise and exercise price multiplied by (ii) the number of shares of Common Stock so being exercised.

By your signature and the Company's signature below, you and the Company agree that the Inducement Option is governed by the terms and conditions of this Notice of Grant of Stock Options and Option Agreement and, except as otherwise expressly stated herein, the Company's Amended and Restated 2007 Equity Incentive Plan, which is attached and made a part of this document.

HERON THERAPEUTICS, INC.

ID: 94-2875566

100 Regency Forest Drive

Suite 300

Cary, North Carolina 27518

Notice of Grant of Award and Award Agreement

Name: Address:

Award Number:

Plan: Amended and Restated 2007 Equity Incentive Plan

Unless otherwise defined herein, the terms defined in the Amended and Restated 2007 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Notice of Grant of Award and Award Agreement.

Effective [ ], you have been granted an award of [ ] restricted stock units as an inducement material to you entering into employment with the Company in compliance with Nasdaq Listing Rule 5635(c)(4) (the “Inducement RSU”). Contingent on you remaining in Continuous Service through such dates, these units are restricted until the vest date(s) shown below, at which time you will receive shares of HERON THERAPEUTICS, INC. (the Company) common stock. The current total value of the award is $[ ].

The award will vest in increments on the date(s) shown.

The Inducement RSU is granted outside of the Plan but is subject to all of the terms and conditions of the Plan (as if it had been granted under the Plan), and in this Notice of Grant of Award and Award Agreement. Notwithstanding the terms of the Plan, because the Inducement RSU is granted outside of the Plan and in compliance with Nasdaq Listing Rule 5635(c)(4):

In the event that at the time of settlement of all or any portion of the Inducement RSU, the Company does not have a sufficient amount of authorized shares of Common Stock to cover such settlement, the Company may, in lieu of delivering the requisite number of shares of Common Stock, and in full satisfaction and accord of its respective obligations with respect to the Inducement RSUs and under this Notice of Grant of Award and Award Agreement, provide you with a gross cash payment in an amount equal to the number of shares of Common Stock that are being settled.

By your signature and the Company’s signature below, you and the Company agree that the Inducement RSU is governed by the terms and conditions of this Notice of Grant of Award and Award Agreement and, except as otherwise expressly stated herein, the Company’s Amended and Restated Equity Incentive Plan, which is attached and made a part of this document.

Heron Therapeutics, Inc.

ID: 94-2875566

100 Regency Forest Drive, Suite 300

Cary, NC 27518

Notice of Grant of Stock Options and Option Agreement

[Name] Option Number: [To be inserted]

[ADDRESS] Plan: [To be inserted]

Effective [DATE], you have been granted a(n) Non-Qualified Stock Option to buy [NUMBER] shares of HERON THERAPEUTICS, INC. (the “Company” or “Heron”) stock at $ [PRICE] per share.

The total option price of the shares granted is $[PRICE].

Shares in each period will become fully vested based on the performance goals shown.

Shares Vest Type Full Vest Expiration

[to be inserted] Performance [to be inserted]

The cumulative number of shares that will vest is determined based on the Heron stock price (as defined as the date on which the closing price of the Company’s common stock equals or exceeds the below listed value per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any 20 trading days within any 30-trading day period), as set forth below:

Stock Price #PSOs

$[AMOUNT] [#PSOs]

By your signature and the Company’s signature below, you and the Company agree that these options are not granted under but governed by the terms and conditions of the Company’s 2007 Equity Incentive Plan as amended and the Option Agreement, all of which are attached and made part of this document. Further, these options are subject to the provisions of your offer letter [DATED] upon a Change in Control, as defined therein.

HERON THERAPEUTICS, INC. [NAME OF AWARDEE]

_________________________________ _________________________________

Date: ____________________________ Date: ____________________________

Calculation of Filing Fee Table

Form S-8

(Form Type)

Heron Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities