CorMedix Therapeutics has agreed to acquire substantially all of the assets of Heron Therapeutics, the companies announced on November 9, in a definitive agreement signed November 8 and approved unanimously by both boards. The upfront consideration is 145 million dollars in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock. Heron can also receive up to 55 million dollars in contingent earn-out payments and royalties on net sales of certain products.
The share count was set in the agreement by dividing 105 million dollars by 7.20 dollars per share and will not adjust with CorMedix’s share price before closing, so the value Heron receives will move with the stock. The acquired portfolio is four commercial-stage products used in hospitals and acute care: ZYNRELEF for postoperative pain, APONVIE for postoperative nausea and vomiting, and CINVANTI and SUSTOL for chemotherapy-induced nausea and vomiting. CorMedix put the portfolio’s trailing twelve-month net product revenue at about 150 million dollars as of September 30, 2026, and expects 45 million to 60 million dollars of operating cost synergies by the end of 2027. It will draw 75 million dollars under a new senior secured term loan from funds managed by Pharmakon Advisors to support the transaction, with a further 75 million dollars available later.
Heron does not disappear. It will remain a publicly traded company, with its credit facility repaid from the proceeds, a significant position in CorMedix stock, rights to the earn-out and royalty payments, and about 2.3 billion dollars of federal and state net operating loss carryforwards as of September 30, 2026. The sale followed a review of strategic alternatives, and it comes after a soft year for the operating business: Heron’s third quarter total net revenue was 35.3 million dollars, against 38.2 million in the same quarter of 2025, and it ended the quarter with 23.4 million dollars in cash, cash equivalents and short-term investments.
Closing is expected in the first quarter of 2027, subject to approval by Heron stockholders, expiry or termination of the Hart-Scott-Rodino antitrust waiting period, and other customary conditions. The deal is not subject to a financing contingency, and holders of about 22 percent of Heron’s shares have agreed to support it.