Attached files
file | filename |
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EX-99.1 - EX-99.1 - HERON THERAPEUTICS, INC. /DE/ | d659835dex991.htm |
EX-3.1 - EX-3.1 - HERON THERAPEUTICS, INC. /DE/ | d659835dex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 10, 2014
Heron Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-33221 | 94-2875566 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
123 Saginaw Drive Redwood City, CA |
94063 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (650) 366-2626
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 10, 2014, Heron Therapeutics, Inc. (formerly A.P. Pharma, Inc.) (the Company) paid annual bonuses for fiscal 2013 to its current Chief Executive Officer, Chief Financial Officer and the following named executive officers included in the Companys proxy statement on Schedule 14A for the 2013 Annual Meeting of Stockholders. Bonus amounts below have been prorated as appropriate based on each officers applicable start date of employment.
Name | Title | Bonus Payment | ||||
Barry D. Quart, Pharm. D. |
Chief Executive Officer | $ | 240,637 | |||
Robert Rosen |
President | $ | 317,188 | |||
Brian Drazba |
Vice President, Finance and Chief Financial Officer | $ | 14,250 | |||
Mark S. Gelder, M.D. |
Senior Vice President, Chief Medical Officer | $ | 162,500 | |||
Stephen R. Davis |
Executive Vice President, Chief Operating Officer | $ | 133,333 |
On January 13, 2014, the Company issued a press release announcing that Craig Johnson, John Poyhenen, and Kimberly Manhard were appointed as directors on Friday, January 10, each to serve until their successors are elected and qualified. Craig Johnson was named as the chairman of the Companys Audit Committee. John Poyhenen was named as a member of the Companys Audit Committee and chairman of the Compensation Committee. Kimberly Manhard was named as a member of the Companys Audit Committee and Compensation Committee.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective as of January 13, 2014, the Company amended its Certificate of Incorporation to: (i) change its name to Heron Therapeutics, Inc. (the Name Change), and (ii) effect a 1-for-20 reverse split of its outstanding common stock (the Reverse Split). The Name Change and Reverse Split were approved by the Companys stockholders on September 19, 2013. The Name Change and Reverse Split were effected with the filing of a Certificate of Amendment with the Delaware Secretary of State (the Certificate of Amendment). Additionally, as a result of the Reverse Split, the total authorized shares of common stock were reduced to 75,000,000 shares. No fractional shares will be issued in the Reverse Split and stockholders will instead be entitled to receive the cash value of any fractions of shares that would have been issued as a result of the Reverse Split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
Item 8.01 Other Events.
On January 13, 2014, the Company updated its corporate summary, in the form attached as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Exhibit No. | Description | |
3.1 | Certificate of Amendment | |
99.1 | Corporate Summary, dated January 13, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HERON THERAPEUTICS, INC. | ||||||
Date: January 13, 2014 | By: | /s/ Stephen R. Davis | ||||
Stephen R. Davis Chief Operating Officer |
Exhibit Index
Exhibit No. |
Description | |
3.1 | Certificate of Amendment | |
99.1 | Corporate Summary, dated January 13, 2014 |