Heron Therapeutics, Inc. announced on August 15, 2025, that its Board of Directors adopted a Section 382 rights plan, effective August 14, 2025. This plan is designed to protect the availability and significant potential value of the company's net operating loss carryforwards (NOLs) and other tax attributes.
As of December 31, 2024, Heron possessed approximately $1.37 billion of U.S. federal NOLs, which can be utilized to offset future taxable income. The company's ability to use these NOLs would be substantially limited if it experienced an 'ownership change' under Section 382 of the Internal Revenue Code.
The Rights Plan aims to reduce the likelihood of such an ownership change by deterring any single investor or group from acquiring beneficial ownership of 4.99% or more of Heron's outstanding common stock. This proactive measure is intended to preserve a valuable financial asset that can enhance cash flow as the company executes its growth strategy.
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