Filing Details

Accession Number:
0000921895-23-000284
Form Type:
13D Filing
Publication Date:
2023-02-05 19:00:00
Filed By:
Rubric Capital Management
Company:
Heron Therapeutics Inc. (NASDAQ:HRTX)
Filing Date:
2023-02-06
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Rubric Capital Management 11,750,000 11,750,000 9.9%
David Rosen 11,750,000 11,750,000 9.9%
Velan Capital Master Fund 4,500,000 4,500,000 3.8%
Velan Capital Holdings 4,500,000 4,500,000 3.8%
Velan Capital Investment Management 4,500,000 4,500,000 3.8%
Velan Capital Management 4,500,000 4,500,000 3.8%
Adam Morgan 4,500,000 4,500,000 3.8%
Balaji Venkataraman 4,500,000 4,500,000 3.8%
Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. )1

Heron Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

427746102

(CUSIP Number)

Velan Capital Investment Management LP

1055b Powers Place

Alpharetta, Georgia 30009

Attention: Adam Morgan

(646) 844-0030

 

Rubric Capital Management LP

155 East 44th St, Suite 1630

New York, New York 10017

Attention: Brian Kleinhaus

(212) 418-1888

 

Ryan Nebel

Olshan Frome Wolosky LLP

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 25, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 427746102

  1   NAME OF REPORTING PERSON  
         
        Rubric Capital Management LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         11,750,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          11,750,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,750,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN, IA  

  

2

CUSIP No. 427746102

  1   NAME OF REPORTING PERSON  
         
        David Rosen  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         11,750,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          11,750,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        11,750,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        9.9%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

3

CUSIP No. 427746102

 

  1   NAME OF REPORTING PERSON  
         
        Velan Capital Master Fund LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,500,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,500,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,500,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP No. 427746102

 

  1   NAME OF REPORTING PERSON  
         
        Velan Capital Holdings LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,500,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,500,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,500,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP No. 427746102

 

  1   NAME OF REPORTING PERSON  
         
        Velan Capital Investment Management LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,500,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,500,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,500,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.8%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP No. 427746102

 

  1   NAME OF REPORTING PERSON  
         
        Velan Capital Management LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,500,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,500,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,500,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP No. 427746102

 

  1   NAME OF REPORTING PERSON  
         
        Adam Morgan  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,500,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,500,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,500,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

8

CUSIP No. 427746102

 

  1   NAME OF REPORTING PERSON  
         
        Balaji Venkataraman  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,500,000  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          4,500,000  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        4,500,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

9

CUSIP No. 427746102

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Prior to filing the Schedule 13D, Rubric (as defined below) had relied on Rule 13d-1(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides that a Schedule 13G shall be filed within 45 days after the end of the calendar year in which the person became obligated under Rule 13d-1(b) to report the person's beneficial ownership as of the last day of the calendar year. Rubric became obligated to file the Schedule 13D upon a change of its investment intent as of the date noted on the cover page hereto and as set forth more specifically under Item 4 below.

Item 1.Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the "Shares"), of Heron Therapeutics, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 4242 Campus Point Court, Suite 200, San Diego, California 92121.

Item 2.Identity and Background.

(a)       This statement is filed by:

(i)Rubric Capital Management LP, a Delaware limited partnership (“Rubric Capital”), as the investment adviser to certain investment funds and/or accounts (collectively, the “Rubric Funds”) that hold Shares;
(ii)David Rosen, as the Managing Member of Rubric Capital Management GP LLC, a Delaware limited liability company (“Rubric GP”), the general partner of Rubric Capital;
(iii)Velan Capital Master Fund LP, an exempted limited partnership organized under the laws of the Cayman Islands (“Velan Master”), with respect to the Shares directly and beneficially owned by it;
(iv)Velan Capital Holdings LLC, a Delaware limited liability company (“Velan GP”), as the general partner of Velan Master;
(v)Velan Capital Investment Management LP, a Delaware limited partnership (“Velan Capital”), as the investment manager of Velan Master;
(vi)Velan Capital Management LLC, a Delaware limited liability company (“Velan IM GP”), as the general partner of Velan Capital;
(vii)Adam Morgan, as a Managing Member of each of Velan GP and Velan IM GP; and
(viii)Balaji Venkataraman, as a Managing Member of each of Velan GP and Velan IM GP.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Rubric Capital and Mr. Rosen are collectively referred to as “Rubric.” Velan Master, Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman are collectively referred to as “Velan.” Each of the Reporting Persons is party to that certain Group Agreement, as defined and further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

10

CUSIP No. 427746102

(b)       The address of the principal office of each member of Rubric and Rubric GP is 155 East 44th St, Suite 1630, New York, New York 10017. The address of the principal office of Velan Master is 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. The address of the principal office of the other members of Velan is 1055b Powers Place, Alpharetta, Georgia 30009.

(c)       The principal business of Rubric Capital is to serve as the investment manager of the Rubric Funds. Mr. Rosen is the Managing Member of Rubric GP, which serves as the general partner of Rubric Capital, and he supervises and conducts all investment activities of Rubric Capital, including all investment decisions with respect to the assets of the Rubric Funds. The principal business of Velan Master is investing in securities. The principal business of Velan GP is serving as the general partner of Velan Master. The principal business of Velan Capital is serving as the investment manager of Velan Master. The principal business of Velan IM GP is serving as the general partner of Velan Capital. Mr. Morgan is the Chief Investment Officer of Velan Capital and serves as a Managing Member of each of Velan GP and Velan IM GP. Mr. Venkataraman is an investor in the specialty pharmaceutical industry and serves as a Managing Member of each of Velan GP and Velan IM GP.

(d)       No Reporting Person (nor Rubric GP) has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person (nor Rubric GP) has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Rubric Capital, Velan GP, Velan Capital and Velan IM GP are organized under the laws of the State of Delaware. Velan Master is organized under the laws of the Cayman Islands. Messrs. Rosen, Morgan and Venkataraman are citizens of the United States of America.

Item 3.Source and Amount of Funds or Other Consideration.

The Shares reported herein beneficially owned by Rubric Capital were purchased with the working capital of the Rubric Funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 11,750,000 Shares beneficially owned by Rubric Capital is approximately $40,123,900, including brokerage commissions.

The Shares beneficially owned directly by Velan Master were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 4,500,000 Shares beneficially owned by Velan Master is approximately $12,516,294, including brokerage commissions.

Item 4.Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

11

CUSIP No. 427746102

The Reporting Persons have engaged, and intend to continue to engage, in communications with the Issuer’s Board of Directors (the “Board”) and management team regarding opportunities to enhance stockholder value and improve corporate governance, including through potential changes to the composition of the Board.

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer or third parties, including potential acquirers and service providers about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capital allocation strategy, capitalization, ownership structure, including a sale of the Issuer as a whole or in parts, Board structure (including Board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5.Interest in Securities of the Issuer.

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 118,888,122 Shares outstanding as of November 1, 2022, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022.

As of the date hereof, Rubric Capital and Mr. Rosen may be deemed to beneficially own the 11,750,000 Shares, constituting approximately 9.9% of the Shares outstanding, held in the aggregate by the Rubric Funds.

As of the date hereof, Velan Master directly beneficially owns 4,500,000 Shares, constituting approximately 3.8% of the Shares outstanding. Velan GP, as the general partner of Velan Master, may be deemed to beneficially own the 4,500,000 Shares owned by Velan Master, constituting approximately 3.8% of the Shares outstanding. Velan Capital, as the investment manager of Velan Master, may be deemed to beneficially own the 4,500,000 Shares owned by Velan Master, constituting approximately 3.8% of the Shares outstanding. Velan IM GP, as the general partner of Velan Capital, may be deemed to beneficially own the 4,500,000 Shares owned by Velan Master, constituting approximately 3.8% of the Shares outstanding. Messrs. Morgan and Venkataraman, as Managing Members of each of Velan GP and Velan IM GP, may be deemed to beneficially own the 4,500,000 Shares owned by Velan Master, constituting approximately 3.8% of the Shares outstanding.

An aggregate of 16,250,000 Shares, constituting approximately 13.7% of the Shares outstanding, are reported in this Schedule 13D.

Each Reporting Person may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 16,250,000 Shares beneficially owned in the aggregate by all of the Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

12

CUSIP No. 427746102

(b)       Each of Rubric Capital and Mr. Rosen may be deemed to share the power to vote and dispose of the Shares held by the Rubric Funds.

Each of Velan Master, Velan GP, Velan Capital, Velan IM GP and Messrs. Morgan and Venkataraman may be deemed to share the power to vote and dispose of the Shares owned by Velan Master.

(c)       Schedule A annexed hereto lists all transactions in the securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein.

(d)       No person other than the Reporting Persons and the Rubric Funds is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. Rubric Capital Master Fund LP, a Rubric Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Shares.

(e)       Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 30, 2023, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) which sets forth certain agreements among the parties with respect to their intention to jointly coordinate their activities with respect to the Issuer as set forth in the Group Agreement. The Group Agreement provides for, among other matters, the (i) joint filing on behalf of each of the parties of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law, and (ii) pro rata sharing of expenses between Rubric and Velan based on such party’s respective ownership percentage of Shares. The foregoing description of the Group Agreement is not complete and is qualified in its entirely by reference to the full text of the Group Agreement, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Group Agreement, dated January 30, 2023.
13

CUSIP No. 427746102

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 6, 2023

  Rubric Capital Management LP
   
  By: Rubric Capital Management GP LLC
General Partner
   
  By:

/s/ David Rosen

    Name: David Rosen
    Title: Managing Member

 

 

 

/s/ David Rosen

  David Rosen

 

 

  Velan Capital Master Fund LP
   
  By: Velan Capital Holdings LLC
General Partner
   
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

 

  Velan Capital Holdings LLC
     
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

 

  Velan Capital Investment Management LP
   
  By: Velan Capital Management LLC
General Partner
   
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

14

CUSIP No. 427746102

 

  Velan Capital Management LLC
   
  By:

/s/ Adam Morgan

    Name: Adam Morgan
    Title: Managing Member

 

 

 

/s/ Adam Morgan

  Adam Morgan

 

 

 

/s/ Balaji Venkataraman

  Balaji Venkataraman

 

15

CUSIP No. 427746102

SCHEDULE A

Transactions in the Securities of the Issuer During the Past 60 Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Security($)

Date of

Purchase/Sale

 

RUBRIC CAPITAL MANAGEMENT LP

(On Behalf of the Rubric Funds)

 

Purchase of Common Stock 192,868 2.6459 12/08/2022
Purchase of Common Stock 175,000 2.6545 12/09/2022
Purchase of Common Stock 325,000 2.4715§ 12/12/2022
Purchase of Common Stock 250,000 2.4997** 12/13/2022

 

VELAN CAPITAL MASTER FUND LP#

 

Purchase of Common Stock 500,000 2.6580 12/09/2022
Purchase of Common Stock 247,932 2.5348 12/15/2022
Purchase of Common Stock 830,485 2.7345 12/16/2022
Purchase of Common Stock 239,678 2.5907 12/19/2022
Purchase of Common Stock 216,005 2.4885 12/20/2022
Purchase of Common Stock 69,763 2.6345 12/21/2022
Purchase of Common Stock 212,314 2.5680 12/22/2022
Purchase of Common Stock 138,759 2.5476 12/23/2022
Purchase of Common Stock 45,064 2.4822 12/27/2022
Purchase of Common Stock 86,151 2.5032 01/05/2023
Purchase of Common Stock 116,678 2.4740 01/06/2023
Purchase of Common Stock 6,478 2.5100 01/09/2023
Purchase of Common Stock 290,693 2.7478 01/11/2023
Purchase of Common Stock 164,819 2.7819 01/11/2023
Purchase of Common Stock 46,568 2.8985 01/12/2023
Purchase of Common Stock 460,910 3.1198 01/18/2023
Purchase of Common Stock 327,703 3.0338 01/19/2023
Purchase of Common Stock 481,477 2.9434 01/20/2023
Purchase of Common Stock 18,523 2.8233 01/23/2023

 


Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.4250 to $2.6700, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.6400 to $2.6600, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

§ Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.4025 to $2.5950, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

** Represents a weighted average price. These Shares were purchased in multiple transactions at prices ranging from $2.3950 to $2.6150, inclusive. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares purchased at each separate price within the range set forth in this footnote.

# Such transactions were effected by an affiliate of Velan Capital Master Fund LP, of which Velan Capital Master Fund LP is the successor entity as part of an organizational restructuring.