Heron Therapeutics, Inc. (HRTX) has entered into an Asset Purchase Agreement to sell substantially all of its assets to CorMedix Inc. The transaction, dated November 8, 2026, includes key commercial products such as CINVANTI®, SUSTOL®, and ZYNRELEF®. As consideration, Heron will receive a mix of upfront cash and stock, along with potential future royalty and earn-out payments. Following the closing, Heron Therapeutics will not liquidate but will retain the proceeds, its net operating losses (NOLs), and will evaluate new strategic opportunities.
Key Details
- Transaction Consideration: The deal includes (i) $145.0 million in cash, subject to adjustments, (ii) 14,583,333 shares of CorMedix common stock, and (iii) the assumption of certain liabilities.
- Future Payments: Heron is eligible for additional payments, including royalties of 5.0% on certain net sales exceeding $25.0 million annually for calendar years 2027-2029, and potential earn-out payments up to $55.0 million based on ZYNRELEF® net sales targets in 2028.
- Retained Assets: Heron will retain the transaction proceeds, its significant federal income tax net operating loss carryforwards (NOLs), and the right to receive future contingent payments.
- Post-Sale Strategy: Heron's board plans to actively evaluate strategic transactions and opportunities for the use of the proceeds, which may include acquiring or investing in new businesses or assets.