Velan Capital Management Form 3 HERON THERAPEUTICS / Adam Morgan ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Velan Capital Investment Management LP

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2023

3. Issuer Name and Ticker or Trading Symbol
HERON THERAPEUTICS, INC. /DE/ [ HRTX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Footnote 2

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share(1)(2)	4,500,000	I	By Velan Capital Master Fund LP(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Velan Capital Investment Management LP

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Master Fund LP

(Last) (First) (Middle)

89 NEXUS WAY

(Street)

CAMANA BAY, GRAND CAYMAN E9 KY1-9009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Holdings LLC

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Velan Capital Management LLC

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VENKATARAMAN BALAJI

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Morgan Adam

(Last) (First) (Middle)

1055B POWERS PLACE

(Street)

ALPHARETTA GA 30009

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by Velan Capital Master Fund LP ("Velan Master"), Velan Capital Holdings LLC ("Velan GP"), Velan Capital Investment Management LP ("Velan Capital"), Velan Capital Management LLC ("Velan IM GP"), Balaji Venkataraman and Adam Morgan (collectively, the "Reporting Persons").

2. Each Reporting Person may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person disclaims beneficial ownership of the securities of the Issuer owned directly by the other members of the Section 13(d) group and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 or for any other purpose. Further, each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

3. Securities beneficially owned directly by Velan Master. As the general partner of Velan Master, Velan GP may be deemed to beneficially own the securities owned directly by Velan Master. As the investment manager of Velan Master, Velan Capital may be deemed to beneficially own the securities owned directly by Velan Master. As the general partner of Velan Capital, Velan IM GP may be deemed to beneficially own the securities owned directly by Velan Master. As the managing members of Velan GP and Velan IM GP, Messrs. Venkataraman and Morgan may be deemed to beneficially own the securities owned directly by Velan Master.

	Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner, By: /s/ Adam Morgan, managing member	02/08/2023
	Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member	02/08/2023
	Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner, By: /s/ Adam Morgan, managing member	02/08/2023
	Velan Capital Management LLC, By: /s/ Adam Morgan, managing member	02/08/2023
	/s/ Balaji Venkataraman	02/08/2023
	/s/ Adam Morgan	02/08/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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