CorMedix Therapeutics (NASDAQ:CRMD) on Monday said it will acquire substantially all assets and assume certain liabilities of Heron Therapeutics, Inc. (NASDAQ:HRTX) in an upfront transaction valued at approximately $222.6 million.
Boards of directors from both pharmaceutical companies unanimously approved the definitive purchase agreement, which requires no external financing and targets closing in the first quarter of 2027.
• Cormedix stock is trading at depressed levels. What’s ahead for CRMD stock?
Expanding Hospital and Surgical Center Commercial Portfolios
The buyout delivers four commercial-stage therapies into CorMedix’s portfolio: ZYNRELEF extended-release solution for managing postoperative pain, APONVIE injectable emulsion for preventing postoperative nausea and vomiting, and both CINVANTI and SUSTOL for curbing chemotherapy-induced nausea and vomiting.
CorMedix leverages its existing commercial infrastructure to market these treatments across hospitals, ambulatory surgical facilities and outpatient infusion centers.
The transaction also transfers Heron’s rights under its multi-product development and licensing contract.
Cash, Equity Terms and Multi-Year Milestones
Under the agreement, CorMedix will provide $145 million in cash, subject to typical purchase price modifications, alongside 14,583,333 shares.
Management established the fixed share count by dividing $105 million by $7.20 per share.
Based on CorMedix’s closing price of $5.32 on Nov. 6, 2026, the equity slice represents roughly $77.6 million, and pre-closing price shifts will not alter this share total.
Heron stands to gain up to $55 million in additional milestone payouts: $25 million if ZYNRELEF calendar year 2028 sales reach $65 million, plus $30 million if sales reach $95 million.
Furthermore, Heron will secure a 5% royalty on combined yearly net sales exceeding $25 million for CINVANTI, SUSTOL and licensed therapies throughout 2027, 2028, and 2029.
Debt Settlement and Corporate Governance Agreements
In tandem with the buyout, Rubric Capital Management LP will convert Heron’s senior unsecured convertible notes due 2031 — worth roughly $37.8 million in principal and interest — into CorMedix common shares across four quarterly tranches.
Heron secures the right to designate one director to CorMedix’s board while holding at least 10% of outstanding equity.
Both Heron and Rubric accepted trading limits, and Heron investors holding approximately 22% of shares agreed to vote for the acquisition.
HRTX/CRMD Price Action: Heron Therapeutics shares were up 27.20% at $0.37, and Cormedix shares were up 3.48% at $5.50 at the time of publication on Monday, according to Benzinga Pro data.
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