SEC Info - Heron Therapeutics, Inc./DE - ‘S-8’ on 6/30/23

Exhibit 107

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



Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee

Equity	Common Stock, $0.01 par value per share, reserved for issuance pursuant to the Amended and Restated 2007 Equity Incentive Plan, as amended	Other(2)	8,490,000(3)	$1.18	$10,018,200.00	.0001102	$1,104.01

Equity	Common Stock, $0.01 par value per share, reserved for issuance pursuant to the 1997 Employee Stock Purchase Plan, as amended	Other(4)	400,000(5)	$1.01	$404,000.00	.0001102	$44.53

Equity	Common Stock, $0.01 par value per share, reserved for issuance pursuant upon the exercise of an outstanding inducement option granted outside of any plan	Other(6)	350,000(7)	$2.66	$931,000.00	.0001102	$102.60

Equity	Common Stock, $0.01 par value per share, reserved for issuance pursuant to inducement restricted stock units and upon the exercise of outstanding inducement options granted outside of any plan	Other(8)	1,250,000(9)	$1.11	$1,387,500.00	.0001102	$152.91

Equity	Common Stock, $0.01 par value per share, reserved for issuance pursuant to inducement restricted stock units and upon the exercise of outstanding inducement options granted outside of any plan	Other(10)	1,350,000(11)	$1.21	$1,633,500.00	.0001102	$180.02

Total Offering Amounts					$14,374,200.00		$1,584.07

Total Fees Previously Paid							—

Total Fee Offsets							—

Net Fee Due							$1,584.07

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (“Common Stock”), of Heron Therapeutics, Inc. (the “Registrant”) that become issuable under the Registrant’s Amended and Restated 2007 Equity Incentive Plan, as amended (the “2007 Plan”), the Registrant’s 1997 Employee Stock Purchase Plan, as amended (the “ESPP”), as well as any outstanding stock options granted outside of any plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock, as applicable.

(2)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, based on the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on June 26, 2023, which was $1.18.

(3)	Represents an increase in the number of shares of Common Stock reserved for issuance under the 2007 Plan pursuant to an amendment to the 2007 Plan approved by the stockholders of the Registrant on June 8, 2023.

(4)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, based on $1.01, which is 85% of the average of the high and low prices per share of Common Stock as reported on The Nasdaq Capital Market on June 26, 2023.

(5)	Represents an increase in the number of shares of Common Stock reserved for issuance under the ESPP pursuant to an amendment to the ESPP approved by the stockholders of the Registrant on June 8, 2023.

(6)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon $2.66, which is the exercise price for the option to purchase 350,000 shares of Common Stock granted to Jason Grillot, Vice President, Sales and Marketing, Acute Care of the Registrant, which was granted outside of a plan as an inducement material to Mr. Grillot entering into employment with the Registrant.

(7)	Represents 350,000 shares of Common Stock reserved for issuance upon the exercise of an option granted to Mr. Grillot.

(8)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon $1.11, which is the exercise price for the options to purchase 1,200,000 shares of Common Stock and fair market value of the restricted stock units (“RSUs”) consisting of 50,000 shares of Common Stock granted to William Forbes, Pharm.D., Executive Vice President, Chief Development Officer of the Registrant, which were granted outside of a plan as an inducement material to Dr. Forbes entering into employment with the Registrant.

(9)	Represents 500,000 shares of Common Stock issuable upon the exercise of an option, RSUs consisting of 50,000 shares of Common Stock, and an option to purchase up to 700,000 shares of Common Stock based upon the achievement of certain Common Stock price goals granted to Dr. Forbes.

(10)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon $1.21, which is the exercise price for the options to purchase 1,300,000 shares of Common Stock and fair market value of the RSUs consisting of 50,000 shares of Common Stock granted to Ira Duarte, Chief Financial Officer of the Registrant, which were granted outside of a plan as an inducement material to Ms. Duarte entering into employment with the Registrant.

(11)	Represents 800,000 shares of Common Stock issuable upon the exercise of an option, RSUs consisting of 50,000 shares of Common Stock, and an option to purchase up to 500,000 shares of Common Stock based upon the achievement of certain Common Stock price goals granted to Ms. Duarte.

This ‘S-8’ Filing	Date	Other Filings

Filed on / Effective on:	6/30/23
	6/26/23
	6/8/23	DEF 14A, PRE 14A
		List all Filings

Heron Therapeutics, Inc./DE – ‘S-8’ on 6/30/23 – ‘EX-FILING FEES’

On: Friday, 6/30/23, at 4:06pm ET · Effective: 6/30/23 · Accession #: 1193125-23-180386 · File #: 333-273059

Previous ‘S-8’: ‘S-8’ on 9/9/22 · Latest ‘S-8’: This Filing · 34 References:

Registration Statement – Securities for an Employee Benefit Plan — Form S-8 — SA’33

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‘EX-FILING FEES’ — Filing Fees

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