Heron Therapeutics Adopts Section 382 Rights Plan To Protect Nols And Tax Attributes; Plan Approved By Board And Satisfies Covenant Under Note Agreement With Rubric Capital

Author: Benzinga Newsdesk | August 15, 2025 06:47am

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.

As 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.

Posted In: HRTX