DURECT SEC Filings

Durect Corporation (DRRX) files a post-effective amendment to register shares reserved for employee plans. The filing lists numerous prior S-8 registrations and the share amounts reserved under various plans, including recent registrations of 18,000,000 shares under the 2000 Stock Plan (Aug 5, 2022), 40,000 shares under the Employee Stock Purchase Plan (Aug 10, 2023, after a 1-for-10 reverse split), and 2,000,000 shares under the 2000 Stock Plan (Nov 14, 2024, post-split). The document also notes a 1-for-10 reverse stock split effected Dec 5, 2022, and is signed by CFO Timothy M. Papp.

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 Corp (DRRX) filed a Form 25 notice with the SEC to remove a class of its securities from listing and/or registration on the Nasdaq Stock Market LLC. The filing includes the issuer's principal office address in Cupertino, California, and Nasdaq's certification that it has reasonable grounds to file the Form 25 and complied with applicable rules for withdrawal or delisting.

DURECT Corporation disclosed an amendment to its Schedule 14D-9 relating to a tender offer by BHC Lyon Merger Sub, Inc., a wholly owned subsidiary of Bausch Health Americas, Inc. The Offer provides $1.75 in cash per share plus one non-tradeable contingent value right (CVR) per share, which entitles holders to a pro rata share of up to $350,000,000 in milestone payments in the aggregate (reduced by any amounts paid to holders of Company Options under the Retention Plan). The Schedule 14D-9 amendment incorporates the Offer documents filed on August 12, 2025 and notes a joint press release dated September 11, 2025 between BHC and DURECT. The filing is signed by Timothy M. Papp, Chief Financial Officer.

James E. Brown, President & CEO and a director of DURECT Corporation (DRRX), reported acquisitions on 09/08/2025. The filing shows an acquisition of 10,000 common shares at a reported price of $1.30, bringing his direct common stock holdings to 283,412 shares. The filing also reports an acquisition of 10,000 stock options with a $1.30 exercise/conversion price, noting an exercisable/expiration schedule with a reference date of 10/14/2034 and total direct derivative holdings reported as 365,000. The option grant will vest in one‑sixteenth increments every three months, subject to continued service.

Durect Corp (DRRX) filed a Form 144 reporting a proposed sale of 5,500 common shares through Morgan Stanley Smith Barney LLC on 09/10/2025. The filing shows the shares were acquired and will be paid for on 09/10/2025 via a stock option exercise and payment in cash. The aggregate market value of the shares at filing is reported as $10,623.80 and the issuer’s number of shares outstanding is listed as 31,054,187. The filer reports no securities sold in the past three months and includes the standard representation that they are not aware of undisclosed material adverse information.

Timothy M. Papp, Chief Financial Officer of DURECT CORP (DRRX), reported stock-based transactions on 09/08/2025. He was granted an option for 110,000 shares with an exercise price of $1.30 that expires on 10/14/2034. The option vests in installments of one-sixteenth of the grant every three months, subject to continued service. The Form 4 also reports a transaction coded M reflecting acquisition of 110,000 common shares at $1.30, leaving total reported beneficial ownership of 431,659 shares following the transactions.

R. Scott Asen, a director of DURECT Corp (DRRX), reported an insider purchase on Form 4. The filing shows a purchase of 5,917 shares of DURECT common stock on 08/22/2025 at a price of $1.9194 per share. After the reported transaction the filing lists 2,672,529 shares beneficially owned by the reporting person in a direct capacity. The form also records 970,000 shares held indirectly (30,000 via The Asen Foundation and 940,000 via Asen & Co.) where the reporting person disclaims beneficial ownership except to the extent of pecuniary interest. The filing is signed by R. Scott Asen on 08/26/2025.