Heron Therapeutics Inc 2024年度报告

(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2024 HERON THERAPEUTICS, INC.(Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YesNo☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Accelerated filerSmaller reporting company☐Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2024 totaled $394.1 million basedon the closing price of $3.50 as reported by The Nasdaq Capital Market. As of February 13, 2025, there were 152,329,588 shares of the Company’s commonstock ($0.01 par value) outstanding. Documents Incorporated by ReferencePortions of the registrant’s Definitive Proxy Statement related to its 2025 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. Such Definitive Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the endof the fiscal year to which this report relates. Except as expressly incorporated by reference, the registrant’s Definitive Proxy Statement shall not be deemed tobe part of this report. TABLE OF CONTENTS PART I Item 1.Business4Item 1A. Risk Factors18Item 1B. Unresolved Staff Comments56Item 1C. Cybersecurity56Item 2.Properties56Item 3.Legal Proceedings57Item 4.Mine Safety Disclosures58 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities59Item 6.[Reserved]60Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations61Item 7A. Quantitative and Qualitative Disclosures About Market Risk70Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure98Item 9A. Controls and Procedures98Item 9B. Other Information99Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections99 PART III Item 10. Directors, Executive Officers and Corporate Governance100Item 11. Executive Compensation100Item 12. Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters100Item 13. Certain Relationships and Related Transactions, and Director Independence100Item 14. Principal Accountant Fees and Services100 PART IV Item 15. Exhibit and Financial Statement Schedules101Exhibit Index102Item 16. Form 10-K Summary104Signatures105 FORWARD-LOOKING ST