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Heron Therapeutics, Inc. Adopts Tax Benefits Preservation Plan to Protect NOL Assets and Shareholder Value
CARY, N.C., Aug. 15, 2025 /PRNewswire/ -- Heron Therapeutics, Inc. (Nasdaq: HRTX) ("Heron" or the "Company"), a commercial-stage biotechnology company, today
About this update from Heron Therapeutics, Inc.
[{"type":"text","content":"CARY, N.C., Aug. 15, 2025 /PRNewswire/ -- Heron Therapeutics, Inc. (Nasdaq: HRTX) (\"Heron\" or the \"Company\"), a commercial-stage biotechnology company, today announced that its Board of Directors (the \"Board\") has adopted a Section 382 rights plan (the \"Rights Plan\") designed to protect the availability and significant potential value of the Company's net operating loss carryforwards (\"NOLs\") and other tax attributes, which may be used to offset future taxable income. The Board unanimously approved the adoption of the Rights Plan. In addition, the Rights Plan satisfies the covenant to preserve the NOLs pursuant to the Company's Note Purchase Agreement with Rubric Capital Management dated August 8, 2025. The Rights Plan is effective August 14, 2025.\nAs of December 31, 2024, Heron had approximately $1.37 billion of U.S. federal NOLs, which may be available to offset future taxable income, and enhance cash flow as the Company executes its growth strategy. However, the Company's ability to use these NOLs would be substantially limited if it experienced an \"ownership change\" under Section 382 of the Internal Revenue Code. The Rights Plan is intended to reduce the likelihood of such an event by deterring any single investor or group from acquiring beneficial ownership of 4.99% or more of Heron's outstanding common stock. The Rights Plan will expire one year from the effective date, unless earlier terminated or extended by the Board.\n\"Adopting the Section 382 Rights Plan is intended solely to protect the significant potential value of the Company's NOLs, which we believe can offset pre-tax income as the Company executes its near-term and long-term organic and inorganic growth plan,\" said Adam Morgan, Board Chairman.\nDetails of the Rights Plan and the related rights will be contained in a Current Report on Form 8-K that the Company will file with the Securities and Exchange Commission.\nAbout Heron Therapeutics, Inc.\nHeron Therapeutics, Inc. is a commercial-stage biotechnology company focused on improving the lives of patients by developing and commercializing therapeutic innovations that improve medical care. Our advanced science, patented technologies, and innovative approach to drug discovery and development have allowed us to create and commercialize a portfolio of products that aim to advance the standard-of-care ...