DURECT SEC Filings

R. Scott Asen, a director of DURECT Corp (DRRX), filed an initial Form 3 reporting beneficial ownership of 2,550,000 shares directly and 882,392 shares indirectly, totaling 3,432,392 shares. The filing (event date 08/04/2025) states 30,000 indirect shares are held by The Asen Foundation and 852,392 are held via Asen & Co., which provides advisory services and has investment authority; the reporting person disclaims ownership except to the extent of his pecuniary interest.

DURECT Corporation (DRRX) reported condensed results for the quarter and six months ended June 30, 2025. Cash and cash equivalents were $6,502,000 compared with $11,011,000 at December 31, 2024, and total assets were $12,482,000. Total current liabilities were $7,893,000 and stockholders' equity was $3,483,000. Revenue was $447,000 for the quarter (down from $646,000) and $768,000 for six months (down from $1,142,000). The company recorded a net loss of $2,265,000 for the quarter and $6,497,000 for the six months.

The company disclosed a going concern qualification, stating it lacks sufficient cash to meet plans for the next 12 months and may seek additional financing. In November 2024 DURECT sold the ALZET product line for $17.5 million and repaid its term loan. Subsequent to period end, DURECT entered a merger agreement with Bausch Health: a tender offer commenced on August 12, 2025 for $1.75 per share plus one contingent value right per share representing potential aggregate milestone payments of up to $350 million; the Board unanimously recommended the transaction.

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 agreed to be acquired in a two-step transaction in which Bausch Health Americas, Inc. (through a merger subsidiary) is making a tender offer to purchase all outstanding common shares for $1.75 per share in cash plus one non-tradeable contingent value right (CVR) per share. As of July 28, 2025, there were 31,042,581 shares issued and outstanding. The CVRs represent rights to a pro rata share of up to $350,000,000 payable on achievement of two sales milestones (aggregate annual net sales of $500 million and $1,000 million) within specified timeframes, but payments are contingent and non-transferable. The offer is subject to a minimum tender condition of a majority of outstanding shares and scheduled to expire at 5:00 p.m. New York time on September 9, 2025 unless extended. The DURECT board unanimously recommends that stockholders accept the offer. The filing discloses retention payments, potential officer "golden parachute" payouts and customary indemnification and D&O tail insurance provisions.

DURECT Corporation filed a Schedule 14D-9C to disclose Amendment No.1 to the Agreement and Plan of Merger, dated August 8, 2025, which extends the date by which BHC Lyon Merger Sub must commence the tender offer under the previously announced Merger Agreement dated July 28, 2025. The filing states the amendment is attached as Exhibit 2.1 and incorporates a Current Report filed on August 8, 2025 as Exhibit 99.1.

The communication clarifies the tender offer has not commenced, is not an offer or solicitation, and that Parent and Merger Sub will file a Schedule TO and the Company will file a Schedule 14D-9 when the offer is launched. The filing directs investors to the SEC website and the Company’s investor site for tender materials and includes a detailed cautionary statement listing risks that could delay or prevent completion of the transaction.

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) filed a Schedule 14D-9C supplying communications about its pending acquisition by Bausch Health Americas. On 28 Jul 2025 the parties executed a definitive Agreement and Plan of Merger under which BHC Lyon Merger Sub will launch a cash tender offer for all outstanding DRRX common shares, followed by a back-end merger. No offer price, premium or timetable is disclosed in this filing.

The tender offer has not yet begun; when it does, Parent/Merger Sub will file a Schedule TO and DURECT will issue a full Schedule 14D-9. Exhibit 99.1, an internal employee Q&A dated 29 Jul 2025, is referenced but not included. Shareholders are advised to review the formal Offer to Purchase and related documents before taking any action.

An extensive forward-looking disclaimer lists typical deal-completion risks: regulatory approvals, minimum tender threshold, potential termination of the merger agreement, integration challenges, litigation exposure and employee-retention concerns.