4,800,000 Shares of Common Stock HERON THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 10th, 2015 • Heron Therapeutics, Inc. /De/ • Pharmaceutical preparations • New York
Introductory. Heron Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 4,800,000 shares of its common stock, par value $0.01 per share (the “Common Stock”). The 4,800,000 shares of Common Stock to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 720,000 shares of Common Stock as provided in Section 2. The additional 720,000 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares.
