Every 8-K that Durect Corp (DRRX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DRRX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DRRX filings page.
DURECT Corporation (DRRX) entered into an amended Agreement and Plan of Merger with Bausch Health Americas, Inc. under which each DURECT share will receive a cash amount plus one non-tradeable contingent value right (CVR). The CVRs together represent up to $350 million of potential additional net sales milestone payments, payable pro rata if milestones are met before the earlier of the 10‑year anniversary of first U.S. commercial sale and December 31, 2045, subject to the CVR Agreement. In‑the‑money stock options were accelerated and treated as shares for the offer; out‑of‑the‑money options unexercised at the Effective Time were canceled. Key documents including the Merger Agreement, Amendment No. 1, amended charter and bylaws, and a joint press release are incorporated by reference.
DURECT Corporation disclosed that it announced its financial results for the quarter ended June 30, 2025 via a press release attached as Exhibit 99.1. The company filed this Current Report to distribute nonpublic information required by Regulation FD. The filing states that the financial information in the report and the exhibit shall not be deemed to be "filed" under Section 18 of the Exchange Act and will not be incorporated into registration statements except by specific reference. The 8-K itself does not include the underlying financial figures.
DURECT Corporation amended its previously disclosed Agreement and Plan of Merger with Bausch Health Americas, Inc. and its subsidiary BHC Lyon Merger Sub. The Merger Agreement, originally dated July 28, 2025, was modified by Amendment No. 1 on August 8, 2025 to extend the deadline by which Merger Sub must commence the tender offer for all outstanding DURECT common shares from August 11, 2025 to August 12, 2025. A copy of the Amendment is attached as Exhibit 2.1 to the filing.
The communication reiterates that the Offer has not commenced and that Parent and Merger Sub will file a Tender Offer Statement on Schedule TO while the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9. The filing includes a cautionary statement listing risks that could affect completion, including timing and completion uncertainties, the percentage of shares tendered, potential competing offers, required regulatory approvals, liquidity effects during the offer period, possible stockholder litigation, and risks tied to milestone payments.
DURECT Corp. (DRRX) executed a definitive Agreement & Plan of Merger with Bausch Health Americas on 28-Jul-2025. A wholly-owned subsidiary of Bausch will launch a tender offer by 11-Aug-2025 to acquire all outstanding DRRX shares for $1.75 cash per share plus one non-tradable contingent value right (CVR). Each CVR entitles holders to share, pro rata, in two milestone cash payments of up to $350 million aggregate: $100 million upon ≥$500 million worldwide annual net sales of larsucosterol (Milestone #1) and $250 million upon ≥$1 billion (Milestone #2), in either case before the earlier of 10 years after first U.S. commercial sale or 31-Dec-2045.
The offer is conditioned on >50% of shares (on a fully diluted basis) being tendered, customary regulatory clearances and absence of a Company Material Adverse Effect; no financing condition applies. Following successful completion, a short-form merger under DGCL §251(h) will close, with DURECT surviving as a Bausch subsidiary and all untendered shares converted into the same consideration. The board unanimously approved the deal and recommends shareholders tender. The agreement contains non-solicitation covenants, a 3.5 million termination fee payable to Bausch under specified scenarios, and an outside date of 28-Oct-2025 (extendable to 28-Nov-2025 for regulatory reasons). Outstanding options will be cancelled for cash (for in-the-money options) and potential retention bonuses linked to the milestones; warrants will follow their terms. A retention plan for key employees and a joint press release (Ex. 99.1) were also disclosed.