CorMedix to acquire nearly all of Heron Therapeutics' assets in cash-and-stock deal

CorMedix Therapeutics and Heron Therapeutics announced on November 9, 2026 that they signed a definitive agreement for CorMedix to buy substantially all of Heron's assets and take on some of its liabilities. The deal includes $145 million in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock, plus up to $55 million in contingent earn-out payments and royalties on net sales of certain Heron products.¹ Both companies' boards approved the transaction unanimously.¹

The acquisition brings four marketed drugs into CorMedix's hospital and institutional care business. These are ZYNRELEF, an extended-release solution of bupivacaine and meloxicam for postoperative pain; APONVIE, an aprepitant injection to prevent postoperative nausea and vomiting; and CINVANTI and SUSTOL, both used to prevent nausea and vomiting from chemotherapy.¹

On pricing, the share count was set by dividing $105 million by a $7.20 reference price and will not move with CorMedix's stock price before closing; based on CorMedix's November 6, 2026 close of $5.32, the stock piece is worth about $77.6 million, putting total upfront value near $222.6 million.¹

Heron holder Rubric Capital Management will swap its $35 million in convertible notes (about $37.8 million with accrued interest) for CorMedix shares Heron receives, in four quarterly tranches after closing.¹ Heron stockholders holding about 22% of its shares, including Rubric, have agreed by voting agreement to support the deal.¹

The transaction needs Heron stockholder approval and clearance under the Hart-Scott-Rodino Act, among other conditions, and is expected to close in the first quarter of 2027.¹ After closing, Heron will exit its current biotechnology operations but will not liquidate, keeping roughly $2.3 billion in net operating loss carryforwards, its CorMedix shares, and rights to future royalties and earn-outs.¹ If the deal falls apart under specified circumstances, Heron would owe a $4.0 million termination fee.¹