|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/20 Heron Therapeutics, Inc./DE 10-K 12/31/19 76:13M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.52M
2: EX-4.5 Instrument Defining the Rights of Security Holders HTML 38K
3: EX-23.1 Consent of Experts or Counsel HTML 26K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
23: R1 Document and Entity Information HTML 89K
54: R2 Consolidated Balance Sheets HTML 107K
75: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
33: R4 Consolidated Statements of Operations and HTML 73K
Comprehensive Loss
20: R5 Consolidated Statements of Stockholders' Equity HTML 97K
(Deficit)
51: R6 Consolidated Statements of Cash Flows HTML 120K
72: R7 Organization and Business HTML 34K
31: R8 Summary of Significant Accounting Policies HTML 102K
24: R9 Fair Value Measurements HTML 145K
25: R10 Balance Sheet Details HTML 218K
37: R11 Revenue Recognition HTML 208K
70: R12 Commitments and Contingencies HTML 52K
48: R13 Realignment of Goals and Objectives and New HTML 30K
Development Focus
26: R14 Secured Notes to Related Party HTML 35K
38: R15 Stockholders' Equity HTML 359K
71: R16 Income Taxes HTML 159K
49: R17 Other Income (Expense), Net HTML 27K
27: R18 Employee Benefit Plan HTML 28K
36: R19 Summary of Quarterly Consolidated Financial Data HTML 202K
(Unaudited)
62: R20 Summary of Significant Accounting Policies HTML 161K
(Policies)
55: R21 Summary of Significant Accounting Policies HTML 73K
(Tables)
12: R22 Fair Value Measurements (Tables) HTML 137K
39: R23 Balance Sheet Details (Tables) HTML 221K
63: R24 Revenue Recognition (Tables) HTML 198K
56: R25 Commitments and Contingencies (Tables) HTML 45K
13: R26 Stockholders' Equity (Tables) HTML 358K
40: R27 Income Taxes (Tables) HTML 155K
61: R28 Summary of Quarterly Consolidated Financial Data HTML 201K
(Unaudited) (Tables)
57: R29 Organization and Business - Additional Information HTML 27K
(Details)
53: R30 Summary of Significant Accounting Policies - HTML 41K
Percentage of Net Product Sales and Accounts
Receivable Balance (Details)
74: R31 Summary of Significant Accounting Policies - HTML 54K
Additional Information (Details)
35: R32 Summary of Significant Accounting Policies - HTML 34K
Common Stock Equivalents Excluded From Computation
of Net Loss Per Share (Details)
22: R33 Fair Value Measurements - Schedule of Financial HTML 64K
Assets Measured on a Recurring Basis (Details)
52: R34 Fair Value Measurements - Additional Information HTML 32K
(Details)
73: R35 Balance Sheet Details - Summary of Short -Term HTML 50K
Investments (Details)
34: R36 Balance Sheet Details - Additional Information HTML 43K
(Details)
21: R37 Balance Sheet Details - Schedule of Inventory HTML 36K
(Details)
50: R38 Balance Sheet Details - Schedule of Property and HTML 42K
Equipment, Net (Details)
76: R39 Balance Sheet Details - Schedule of Accrued HTML 56K
Liabilities (Details)
60: R40 Revenue Recognition - Adoption of Topic 606 HTML 97K
(Details)
65: R41 Revenue Recognition - Additional Information HTML 35K
(Details)
44: R42 Revenue Recognition - Summary of Product Sales HTML 39K
Allowance (Details)
17: R43 Commitments and Contingencies - Additional HTML 66K
Information (Details)
59: R44 Commitments and Contingencies - Summary of Future HTML 45K
Minimum Lease Payments (Details)
64: R45 Realignment of Goals and Objectives and New HTML 36K
Development Focus - Additional Information
(Details)
43: R46 Secured Notes to Related Party - Additional HTML 107K
Information (Details)
16: R47 Stockholders' Equity - Additional Information HTML 157K
(Details)
58: R48 Stockholders' Equity - Summary of Common Stock HTML 39K
Reserved for Future Issuance (Details)
66: R49 Stockholders' Equity - Summary of Stock Option HTML 46K
Activity (Details)
68: R50 Stockholders' Equity - Schedule of Options HTML 35K
Exercisable, Vested or Expected to Vest (Details)
45: R51 Stockholders' Equity - Schedule of Exercise Prices HTML 71K
And Weighted-average Remaining Contractual Lives
For Options Outstanding (Details)
18: R52 Stockholders' Equity - Summary of Stock-Based HTML 35K
Compensation Expense related to Stock-Based
Payment Awards Granted (Details)
29: R53 Stockholders' Equity - Summary of Fair Value of HTML 41K
Option Grant and ESPP Purchase Right on Grant Date
Using Black-Scholes Option Pricing Model (Details)
69: R54 Income Taxes - Schedule of Components of Income HTML 53K
Tax Expense (Benefit) (Details)
46: R55 Income Taxes - Schedule of Deferred Tax Assets and HTML 51K
Liabilities (Details)
19: R56 Income Taxes - Additional Information (Details) HTML 66K
30: R57 Income Taxes - Summary of Unrecognized Tax HTML 31K
Benefits (Details)
67: R58 Other Income (Expense), Net - Additional HTML 27K
Information (Details)
47: R59 Employee Benefit Plan - Additional Information HTML 34K
(Details)
14: R60 Summary of Quarterly Consolidated Financial Data HTML 59K
(Unaudited) - Summary of Unaudited Quarterly
Results of Operations (Details)
32: XML IDEA XML File -- Filing Summary XML 138K
42: XML XBRL Instance -- hrtx-10k_20191231_htm XML 3.66M
41: EXCEL IDEA Workbook of Financial Reports XLSX 88K
8: EX-101.CAL XBRL Calculations -- hrtx-20191231_cal XML 191K
9: EX-101.DEF XBRL Definitions -- hrtx-20191231_def XML 508K
10: EX-101.LAB XBRL Labels -- hrtx-20191231_lab XML 1.30M
11: EX-101.PRE XBRL Presentations -- hrtx-20191231_pre XML 936K
7: EX-101.SCH XBRL Schema -- hrtx-20191231 XSD 162K
28: JSON XBRL Instance as JSON Data -- MetaLinks 346± 565K
15: ZIP XBRL Zipped Folder -- 0001564590-20-007973-xbrl Zip 318K
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
As of the date of the Annual Report on Form 10-K of which this exhibit is a part, Heron Therapeutics, Inc. (the “Company” or “we” or “our”) has one class of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common stock, par value $0.01 per share (“common stock”).
Description of Common Stock
The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Certificate of Incorporation, as amended (the “certificate of incorporation”) and our Amended and Restated Bylaws (the “bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. We encourage you to read our certificate of incorporation, our bylaws and the applicable provisions of the Delaware General Corporation Law (the “DGCL”) for additional information.
General
Authorized Shares. We are authorized to issue up to 150,000,000 shares of common stock.
Voting Rights. The holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. When a quorum is present at any meeting of our stockholders, the affirmative vote of a majority of the votes properly cast on the matter (excluding any abstentions or broker non-votes) will be the act of the stockholders with respect to all matters other than the contested election of directors (which will be elected by a plurality of all votes properly cast), or as otherwise provided in the bylaws, the certificate of incorporation or a preferred stock designation, or as otherwise required by law.
Dividends. Subject to preferences that may be applicable to any outstanding preferred stock, the holders of our common stock are entitled to receive ratably all dividends, if any, as may be declared form time to time by our Board of Directors out of the funds legally available.
Other Rights. In the event of the liquidation, dissolution or winding up of the Company, the holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. The common stock has no preemptive or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable.
Transfer Agent and Registrar. The transfer agent and registrar for our common stock is Computershare Trust Company N.A.
Listing. Our common stock is currently listed on The Nasdaq Capital Market under the symbol “HRTX”.
Certain Provisions Affecting Control of the Company
Certificate of Incorporation and Bylaw Provisions. Some provisions of the DGCL and our certificate of incorporation and bylaws contain provisions that could make the following transactions more difficult:
|
|
• |
acquisition of us by means of a tender offer; |
|
|
• |
acquisition of us by means of a proxy contest or otherwise; or |
|
|
• |
removal of our incumbent officers and directors. |
These provisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids and to promote stability in our management. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors.
Undesignated Preferred Stock. The ability to authorize undesignated preferred stock makes it possible for our Board of Directors to issue one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.
Advance Notice Procedures. The advance notice procedures in our bylaws with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content of all such stockholder notices. These requirements may have the effect of precluding stockholders from bringing proposals relating to the nomination of candidates for election as directors or new business before the stockholders at an annual or special meeting.
Delaware Anti-Takeover Statute. We are subject to Section 203 of the DGCL. This law prohibits a publicly held Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder unless:
|
|
• |
prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
|
|
• |
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or |
|
|
• |
on or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
2
Section 203 of the DGCL defines “business combination” to include:
|
|
• |
any merger or consolidation involving the corporation and the interested stockholder; |
|
|
• |
any sale, transfer, pledge or other disposition of 10% or more of the corporation’s assets involving the interested stockholder; |
|
|
• |
in general, any transaction that results in the issuance or transfer by the corporation of any of its stock to the interested stockholder; or |
|
|
• |
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
In general, Section 203 of the DGCL defines an “interested stockholder” as an entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.
3
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/2/20 | 8-K | ||
| For Period end: | 12/31/19 | 5 | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/12/24 Heron Therapeutics, Inc./DE 10-K 12/31/23 72:10M Donnelley … Solutions/FA 6/30/23 Heron Therapeutics, Inc./DE S-8 6/30/23 8:270K Donnelley … Solutions/FA 3/29/23 Heron Therapeutics, Inc./DE 10-K 12/31/22 73:12M Donnelley … Solutions/FA 2/28/22 Heron Therapeutics, Inc./DE 10-K 12/31/21 74:12M ActiveDisclosure/FA 2/24/21 Heron Therapeutics, Inc./DE 10-K 12/31/20 74:12M ActiveDisclosure/FA |