EX-FILING FEES 8 d487243dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Heron Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security Type  

Security Class

Title

 

Fee

Calculation
Rule

 

Amount

Registered(1)

 

Proposed

Maximum

Offering

Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

               
Equity   Common Stock, $0.01 par value per share, reserved for issuance pursuant to the Amended and Restated 2007 Equity Incentive Plan, as amended   Other(2)   8,490,000(3)   $1.18   $10,018,200.00   .0001102   $1,104.01
               
Equity   Common Stock, $0.01 par value per share, reserved for issuance pursuant to the 1997 Employee Stock Purchase Plan, as amended   Other(4)   400,000(5)   $1.01   $404,000.00   .0001102   $44.53
               
Equity   Common Stock, $0.01 par value per share, reserved for issuance pursuant upon the exercise of an outstanding inducement option granted outside of any plan   Other(6)   350,000(7)   $2.66   $931,000.00   .0001102   $102.60
               
Equity   Common Stock, $0.01 par value per share, reserved for issuance pursuant to inducement restricted stock units and upon the exercise of outstanding inducement options granted outside of any plan   Other(8)   1,250,000(9)   $1.11   $1,387,500.00   .0001102   $152.91
               
Equity   Common Stock, $0.01 par value per share, reserved for issuance pursuant to inducement restricted stock units and upon the exercise of outstanding inducement options granted outside of any plan   Other(10)   1,350,000(11)   $1.21   $1,633,500.00   .0001102   $180.02
         
Total Offering Amounts     $14,374,200.00     $1,584.07
         
Total Fees Previously Paid         —  
         
Total Fee Offsets         —  
         
Net Fee Due               $1,584.07

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, par value $0.01 per share (“Common Stock”), of Heron Therapeutics, Inc. (the “Registrant”) that become issuable under the Registrant’s Amended and Restated 2007 Equity Incentive Plan, as amended (the “2007 Plan”), the Registrant’s 1997 Employee Stock Purchase Plan, as amended (the “ESPP”), as well as any outstanding stock options granted outside of any plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding shares of Common Stock, as applicable.

(2)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, based on the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on June 26, 2023, which was $1.18.

(3)

Represents an increase in the number of shares of Common Stock reserved for issuance under the 2007 Plan pursuant to an amendment to the 2007 Plan approved by the stockholders of the Registrant on June 8, 2023.

(4)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, based on $1.01, which is 85% of the average of the high and low prices per share of Common Stock as reported on The Nasdaq Capital Market on June 26, 2023.

(5)

Represents an increase in the number of shares of Common Stock reserved for issuance under the ESPP pursuant to an amendment to the ESPP approved by the stockholders of the Registrant on June 8, 2023.

(6)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon $2.66, which is the exercise price for the option to purchase 350,000 shares of Common Stock granted to Jason Grillot, Vice President, Sales and Marketing, Acute Care of the Registrant, which was granted outside of a plan as an inducement material to Mr. Grillot entering into employment with the Registrant.

(7)

Represents 350,000 shares of Common Stock reserved for issuance upon the exercise of an option granted to Mr. Grillot.

(8)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon $1.11, which is the exercise price for the options to purchase 1,200,000 shares of Common Stock and fair market value of the restricted stock units (“RSUs”) consisting of 50,000 shares of Common Stock granted to William Forbes, Pharm.D., Executive Vice President, Chief Development Officer of the Registrant, which were granted outside of a plan as an inducement material to Dr. Forbes entering into employment with the Registrant.

(9)

Represents 500,000 shares of Common Stock issuable upon the exercise of an option, RSUs consisting of 50,000 shares of Common Stock, and an option to purchase up to 700,000 shares of Common Stock based upon the achievement of certain Common Stock price goals granted to Dr. Forbes.

(10)

Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act, based upon $1.21, which is the exercise price for the options to purchase 1,300,000 shares of Common Stock and fair market value of the RSUs consisting of 50,000 shares of Common Stock granted to Ira Duarte, Chief Financial Officer of the Registrant, which were granted outside of a plan as an inducement material to Ms. Duarte entering into employment with the Registrant.

(11)

Represents 800,000 shares of Common Stock issuable upon the exercise of an option, RSUs consisting of 50,000 shares of Common Stock, and an option to purchase up to 500,000 shares of Common Stock based upon the achievement of certain Common Stock price goals granted to Ms. Duarte.