Sec Form 3 Filing - Velan Capital Investment Management LP @ HERON THERAPEUTICS, INC. /DE/ - 2023-01-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol HERON THERAPEUTICS, INC. /DE/ [ HRTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Footnote 2 (Last) (First) (Middle) 1055B POWERS PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2023 (Street) ALPHARETTA, GA30009 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer O ther Velan Capital Investment Management LP 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 2 Velan Capital Master Fund LP 89 NEXUS WAY CAMANA BAY, GRAND CAYMAN, E9KY1-9009 See Footnote 2 Velan Capital Holdings LLC 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 2 Velan Capital Management LLC 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 2 VENKATARAMAN BALAJI 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 2 Morgan Adam 1055B POWERS PLACE ALPHARETTA, GA30009 See Footnote 2 Signatures Velan Capital Master Fund LP, By: Velan Capital Holdings LLC, its general partner, By: /s/ Adam Morgan, managing member 02/08/2023 Signature of Reporting Person Date Velan Capital Holdings LLC, By: /s/ Adam Morgan, managing member 02/08/2023 Signature of Reporting Person Date Velan Capital Investment Management LP, By: Velan Capital Management LLC, its general partner, By: /s/ Adam Morgan, managing member 02/08/2023 Signature of Reporting Person Date Velan Capital Management LLC, By: /s/ Adam Morgan, managing member 02/08/2023 Signature of Reporting Person Date /s/ Balaji Venkataraman 02/08/2023 Signature of Reporting Person Date /s/ Adam Morgan 02/08/2023 Signature of Reporting Person Date

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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