CorMedix agreed Nov. 9, 2026 to buy substantially all of Heron Therapeutics’ assets for $145M in cash plus stock, about $222.6M upfront, with earnouts on top.
Last updated: November 9, 2026
Quick answer: CorMedix Therapeutics will buy substantially all of Heron Therapeutics’ assets, including ZYNRELEF, APONVIE, CINVANTI and SUSTOL, for $145 million in cash and 14,583,333 CorMedix shares, valued at about $222.6 million upfront, with up to $55 million in earnouts and a 5% royalty tier. Closing is expected in the first quarter of 2027.
Scope: what the deal buys, how it is paid for, why it is structured as an asset sale, and what operators and investors should watch before closing.
What did CorMedix agree to buy from Heron Therapeutics?
CorMedix is buying Heron’s four marketed hospital products and assuming certain liabilities, under a definitive asset purchase agreement both boards approved unanimously. This is not a merger: Heron keeps its corporate shell, its Nasdaq listing and its tax assets, and becomes a large CorMedix shareholder.
The products, as named in the joint release:
| Product | Generic name | Use | Deal hook |
|---|---|---|---|
| ZYNRELEF | bupivacaine and meloxicam, extended release solution | Postoperative pain | Two earnouts tied to its 2028 net sales |
| APONVIE | aprepitant injectable emulsion | Prevention of postoperative nausea and vomiting | Part of upfront value |
| CINVANTI | aprepitant injectable emulsion | Prevention of chemotherapy induced nausea and vomiting | Counts toward the 5% royalty tier |
| SUSTOL | granisetron extended release injection | Prevention of chemotherapy induced nausea and vomiting | Counts toward the 5% royalty tier |
CorMedix also takes over Heron’s rights under its multi product Development and License Agreement. Heron reported trailing twelve month net product revenue of approximately $150 million as of September 30, 2026, and CorMedix expects the acquired assets to generate approximately $125 million to $150 million of pro forma revenue in 2027.
How much is CorMedix paying for Heron’s assets?
About $222.6 million upfront by the companies’ own math, with up to $55 million more in earnouts and a royalty on top. The stock piece is fixed at 14,583,333 shares, set by dividing $105 million by $7.20 per share, and will not float with the share price before closing.
| Component | Terms (company release) |
|---|---|
| Cash at closing | $145 million, subject to customary purchase price adjustments |
| Stock at closing | 14,583,333 CorMedix shares; about $77.6 million at the $5.32 close on November 6, 2026 |
| Earnout 1 | $25 million if ZYNRELEF net sales reach $65 million in calendar 2028 |
| Earnout 2 | $30 million if ZYNRELEF net sales reach $95 million in calendar 2028 |
| Royalty | 5% of combined annual net sales of CINVANTI, SUSTOL and licensed products above $25 million, in 2027, 2028 and 2029 |
| Financing | New $150 million senior secured term loan from funds managed by Pharmakon Advisors; $75 million drawn at closing, a second $75 million available through June 30, 2028 |
Two pieces of our own arithmetic help frame it. The $7.20 reference price is about 35% above CorMedix’s November 6 close of $5.32, which is why the headline stock value ($105 million) and the market value ($77.6 million) differ by roughly $27 million. And the upfront value is about 1.5 times Heron’s trailing product revenue, a hospital products multiple rather than a pipeline multiple.
Why is this structured as an asset purchase instead of a merger?
Because both sides want different things from the same company. CorMedix wants the products, the revenue and the cost savings; Heron’s shareholders want to keep a public vehicle that holds CorMedix stock and roughly $2.3 billion of federal and state net operating losses, the figure Heron stated as of September 30, 2026.
The asset route lets CorMedix pick the products and the specific liabilities it assumes. Heron, in turn, says it does not intend to liquidate and will remain public. Its chief executive, Craig Collard, said the board concluded the deal “offers the most compelling path forward for Heron stockholders.”
The capital structure explains the rest. Heron says the proceeds let it finish repaying its credit facility with Hercules. Its convertible noteholder, Rubric Capital Management, will exchange $35.0 million of principal plus accrued interest, about $37.8 million in total as of September 30, 2026, for CorMedix shares Heron receives, in four quarterly tranches after closing. Heron can name one CorMedix director while it holds at least 10% of CorMedix’s shares, and Heron and Rubric accept trading and conduct limits.
Notably, nothing in the release mentions Chapter 11 or a court supervised sale. This is a negotiated sale that needs a Heron shareholder vote, which separates it from the bankruptcy auctions that have become a common exit for indebted commercial biotechs this year.
What does CorMedix get out of it?
Scale in the hospital channel and cost cuts. CorMedix guides to $45 million to $60 million of annualized run rate operating cost synergies by the end of 2027, mostly from removing duplicate commercial, general and administrative and public company costs, and calls the deal immediately accretive to earnings and free cash flow. It puts combined 2026 pro forma revenue at $465 million to $490 million.
Chairman and chief executive Joseph Todisco called the products “a natural fit for the commercial platform we have built” and singled out ZYNRELEF as having “significant untapped potential.” The earnout design tells you how much of the price rides on that view: $55 million is payable only if ZYNRELEF clears specific 2028 sales bars.
What does it mean for operators and the wider industry?
It is a template for consolidating subscale commercial assets. Hospital anesthesia and supportive care drugs are sold through the same pharmacy and therapeutics committees, group purchasing contracts and surgical and infusion customers. Two small companies each paying for that infrastructure is the inefficiency this deal targets, and the synergy guide is the proof.
For hospital pharmacy and supply chain teams, the practical questions are contract continuity, account coverage and supply through the transition. The release does not address contract assignment or field force integration, so those are questions to put to both companies before the first quarter close.
Our framework: five checks for any commercial asset sale
- Price versus revenue. Compare upfront value to trailing product revenue, not to peak sales claims.
- Fixed or floating stock. A fixed share count shifts price risk to the seller between signing and close.
- Contingent share of value. Here up to $55 million of earnouts sits on one product’s 2028 sales.
- Who carries the debt. Track which liabilities transfer and how the seller’s lenders and noteholders are paid.
- What the seller keeps. Tax assets, listing and buyer stock can matter as much as the cash.
What should we watch next?
- CorMedix’s investor call on November 9, 2026 at 4:30 pm EST and its third quarter results on November 12.
- Heron’s proxy filing (Schedule 14A) and the shareholder vote; holders of about 22% of Heron’s stock, including Rubric, have signed voting agreements.
- Expiration of the Hart Scott Rodino waiting period.
- Both companies’ 8-K filings describing the agreement, including any termination fee amount, which the release does not state.
- ZYNRELEF’s 2028 trajectory against the $65 million and $95 million earnout bars.
Frequently asked questions
Is CorMedix acquiring Heron Therapeutics the company?
No. CorMedix is buying substantially all of Heron’s assets and certain liabilities. Heron remains a separate public company that will hold CorMedix shares.
How much is the CorMedix Heron deal worth?
About $222.6 million upfront: $145 million in cash plus 14,583,333 CorMedix shares worth about $77.6 million at the November 6, 2026 close, with up to $55 million in earnouts and a 5% royalty tier.
Which Heron products are included?
ZYNRELEF, APONVIE, CINVANTI and SUSTOL, plus Heron’s rights under its multi product Development and License Agreement.
When will the deal close?
The companies expect closing in the first quarter of 2027, subject to Heron shareholder approval, the HSR waiting period and customary conditions.
How is CorMedix financing the cash?
Through a new $150 million senior secured term loan with funds managed by Pharmakon Advisors, with $75 million drawn at closing. There is no financing contingency.
What are the earnouts tied to?
ZYNRELEF net sales in calendar 2028: $25 million if sales reach $65 million and another $30 million if they reach $95 million.
Is Heron filing for bankruptcy?
The release does not mention bankruptcy. Heron says it does not intend to liquidate and will remain publicly traded.
What happens to Heron’s convertible notes?
Rubric Capital Management will exchange $35.0 million of principal plus accrued interest, about $37.8 million as of September 30, 2026, for CorMedix shares Heron receives, in four quarterly tranches after closing.
What revenue do the Heron products bring?
Heron reported about $150 million of trailing twelve month net product revenue as of September 30, 2026. CorMedix expects $125 million to $150 million of pro forma revenue from the assets in 2027.
What synergies does CorMedix expect?
$45 million to $60 million of annualized run rate operating cost synergies by the end of 2027.
Sources
- Primary: CorMedix Therapeutics and Heron Therapeutics joint release, “CorMedix Therapeutics to Acquire Substantially All Assets of Heron Therapeutics,” GlobeNewswire, November 9, 2026, 7:15 am ET. All deal figures above.
- Our arithmetic: reference price premium to the November 6 close and the upfront to revenue multiple.
Related coverage
- Earnouts, CVRs and Royalties: How Biotech Deals Bridge Value Gaps
- Karyopharm filed Chapter 11 and shareholders get nothing
- PTC and Lilly bought Sangamo for parts in a bankruptcy auction
- CVS splits in two: what it means for Caremark and drugmakers
- How drug pricing actually works
- BioMed Nexus company directory
Get the daily briefing in your inbox: subscribe to BioMed Nexus.
