CorMedix Inc. has entered into a definitive asset purchase agreement to acquire substantially all of the assets of Heron Therapeutics, Inc. The transaction, announced on November 8, 2026, and approved by the boards of both companies, is structured as an all-cash and stock deal with additional contingent payments.
Under the terms of the agreement, CorMedix will pay an upfront consideration of $145.0 million in cash, subject to customary purchase price adjustments, and issue 14,583,333 shares of its common stock. Based on CorMedix’s closing price of $5.32 on November 6, 2026, the stock component is valued at approximately $77.6 million, bringing the aggregate upfront value to approximately $222.6 million.
In addition to the upfront payment, Heron is eligible to receive up to $55 million in earn-out payments and royalties. The earn-out is tied to the net sales of ZYNRELEF in calendar year 2028: $25 million if sales equal or exceed $65 million, and an additional $30 million if sales equal or exceed $95 million. Heron will also receive a 5% royalty on the portion of combined annual net sales of CINVANTI, SUSTOL, and products covered by Heron’s multi-product Development and License Agreement that exceed $25 million in each of 2027, 2028, and 2029.
As part of the transaction, Rubric Capital Management LP, the holder of Heron’s senior unsecured convertible notes, has agreed to exchange approximately $37.8 million in aggregate principal and interest for shares of CorMedix common stock received by Heron. This exchange is expected to occur in four quarterly tranches following the closing.
CorMedix has entered into a $150 million senior secured term loan facility with funds managed by Pharmakon Advisors, LP. The company expects to draw $75 million at closing and has the option to draw a second $75 million tranche through June 30, 2028, to support future business development.
The acquisition adds four commercial-stage products to CorMedix’s portfolio: ZYNRELEF, APONVIE, CINVANTI, and SUSTOL. These products are administered in hospitals, ambulatory surgical centers, or infusion centers. CorMedix expects the transaction to be immediately accretive to earnings and free cash flow and to generate estimated operating cost synergies of $45 million to $60 million on an annualized run-rate basis by year-end 2027.
The transaction is expected to close in the first quarter of 2027, subject to regulatory clearance and approval by Heron’s stockholders, as well as other customary closing conditions.
