CorMedix Inc. announced on November 9, 2026, that it has entered into a definitive asset purchase agreement to acquire substantially all of the assets of Heron Therapeutics, Inc. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to be immediately accretive to earnings and free cash flow upon closing.
Under the terms of the agreement, CorMedix will pay upfront consideration of $145 million in cash. Additionally, CorMedix will issue approximately 14.6 million shares of its common stock to Heron. The number of shares was calculated by dividing $105 million by a fixed price of $7.20 per share, subject to customary adjustments for stock splits. Based on the closing price of CorMedix common stock on November 6, 2026, the value of the stock consideration is approximately $77.6 million.
The acquisition includes four commercial-stage products: ZYNRELEF, APONVIE, CINVANTI, and SUSTOL. Collectively, these products generated approximately $150 million in trailing 12-month net product revenue. Heron will also be eligible to receive additional consideration tied to future performance, including up to $55 million in earn-out payments based on ZYNRELEF net sales in calendar year 2028, and a 5% royalty on the portion of combined annual net sales of CINVANTI, SUSTOL, and other products exceeding $25 million for the years 2027 through 2029.
CorMedix plans to finance the cash portion of the upfront consideration through a new $150 million senior secured term loan facility with funds managed by Pharmakon Advisors. The company will draw $75 million at closing and has the option to draw an additional $75 million tranche by June 30, 2028, to support future business development opportunities.
In connection with the transaction, Rubric Capital Management, the holder of approximately $38 million of Heron’s existing convertible debt, has agreed to convert that debt into CorMedix common stock. Heron will also have the right to appoint one new member to the CorMedix Board of Directors.
