CorMedix to Buy Heron Assets in Cash-and-Stock Deal

The Tip Desk · November 9, 2026 · 3 min read

The biopharmaceutical company will add four hospital-focused products, including ZYNRELEF, and expects the deal to be immediately accretive.

CorMedix Therapeutics (CRMD) and Heron Therapeutics, Inc. (HRTX) entered a definitive asset purchase agreement under which CorMedix will acquire substantially all of Heron’s assets and assume certain liabilities. Upfront consideration is $145 million in cash, subject to customary purchase price adjustments, plus 14,583,333 shares of CorMedix common stock.

The share count was set by dividing $105 million by $7.20 a share and is fixed, subject to customary split adjustments. Based on CorMedix’s $5.32 closing price on November 6, 2026, the stock consideration was valued at approximately $77.6 million, bringing aggregate upfront consideration to about $222.6 million.

Contingent consideration adds up to $55 million in earn-outs tied to calendar-year 2028 ZYNRELEF net sales — $25 million if sales equal or exceed $65 million and an additional $30 million if they equal or exceed $95 million — plus a 5% royalty on combined annual net sales of CINVANTI, SUSTOL and products under Heron’s multi-product Development and License Agreement that exceed $25 million in each of 2027, 2028 and 2029.

The deal adds four commercial-stage products: ZYNRELEF (bupivacaine and meloxicam) extended-release solution for postoperative pain, APONVIE (aprepitant) injectable emulsion for postoperative nausea and vomiting, and CINVANTI and SUSTOL for chemotherapy-induced nausea and vomiting. Each is used in hospitals, ambulatory surgical centers or infusion centers, the institutional settings where CorMedix has built its commercial infrastructure. The transaction also includes Heron’s rights under the multi-product Development and License Agreement.

“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,” said Joseph Todisco, Chairman & Chief Executive Officer of CorMedix. “Heron’s products are a natural fit for the commercial platform we have built, and we see ZYNRELEF in particular as an asset with significant untapped potential as hospitals and surgery centers increasingly adopt non-opioid approaches to postsurgical pain.”

The acquisition follows CorMedix’s 2025 purchase of Melinta Therapeutics and is intended to broaden a hospital- and acute-care-focused platform. Heron’s trailing twelve-month net product revenue as of September 30, 2026 was approximately $150 million. CorMedix said the Heron portfolio shares overlapping call points across hospital pharmacy and therapeutics committees, group purchasing organizations, integrated delivery networks and ambulatory surgical centers.

CorMedix expects the transaction to be immediately accretive to earnings and free cash flow upon closing and to generate an estimated $45 million to $60 million in annualized operating cost synergies by year-end 2027. Pro forma 2026 estimated revenue for the combined business is $465 million to $490 million, and the acquired Heron assets are expected to generate approximately $125 million to $150 million of estimated pro forma revenue in 2027.

Concurrent with signing, CorMedix entered a $150 million senior secured term loan facility with funds managed by Pharmakon Advisors and expects to draw $75 million at closing. An additional $75 million tranche may be drawn at CorMedix’s discretion through June 30, 2028. The deal is not subject to a financing contingency.

Heron will remain a publicly traded company after closing, with its Hercules credit facility repaid, a significant position in CorMedix stock, and rights to earn-out and royalty payments. Rubric Capital Management LP, holder of Heron’s $35.0 million principal convertible notes due 2031 (about $37.8 million including accrued interest as of September 30, 2026), agreed to exchange that debt for CorMedix shares received by Heron in four quarterly tranches after closing. Heron will have the right to name one CorMedix board member while it holds at least 10% of CorMedix shares. Certain Heron stockholders holding about 22% of outstanding common stock, including Rubric, entered voting agreements in favor of the transaction.

Closing is expected in the first quarter of 2027, subject to Heron stockholder approval, Hart-Scott-Rodino clearance and other customary conditions. Boards of both companies approved the deal unanimously.