CorMedix Therapeutics has agreed to acquire substantially all of the assets of Heron Therapeutics for US$145m in cash and 14,583,333 CorMedix shares, worth about US$222.6m upfront, plus up to US$55m in earn-outs, the companies said on 9 November 2026.
Why CorMedix Therapeutics (CorMedix Inc.) is buying Heron Therapeutics, Inc. (substantially all assets)
The deal adds four products used in hospitals, surgery centres and infusion centres, including the non-opioid post-surgical pain treatment ZYNRELEF, to the institutional commercial platform CorMedix built after buying Melinta Therapeutics. Chairman and chief executive Joseph Todisco said: "This acquisition is a meaningful step forward in our strategy to build a diversified portfolio of products used in institutional settings of care, which creates substantial value for CorMedix shareholders." Heron chief executive Craig Collard said: "Following a thorough review of strategic alternatives, our Board concluded that this transaction offers the most compelling path forward for Heron stockholders."
Deal terms and financing
The share element was fixed by dividing US$105m by US$7.20 and will not be adjusted for price moves. Heron can receive US$25m if 2028 ZYNRELEF net sales reach US$65m and a further US$30m at US$95m, plus a 5% royalty on certain combined sales above US$25m in 2027–2029. Rubric Capital will exchange Heron's US$35m of convertible notes for CorMedix shares received by Heron, and holders of about 22% of Heron's stock have signed voting agreements.
Regulatory approvals and timing
The transaction requires Heron stockholder approval and expiry of the HSR waiting period, has no financing condition and is expected to close in the first quarter of 2027.
Market context
Heron had US$23.4m of cash at the end of September and reported third-quarter net revenue of US$35.3m.
