Welcome to our dedicated page for DURECT SEC filings (Ticker: DRRX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
DURECT Corporation filings document the regulatory record of a biopharmaceutical issuer whose disclosures centered on larsucosterol development, operating results, material agreements, capital structure, governance matters, and clinical or regulatory updates. The company's 8-K reports include financial-results releases, Regulation FD disclosures, material definitive agreements, and completed corporate-transaction records.
Later filings document DURECT's corporate-status transition, including Form 25 notification for removal of its common stock from Nasdaq listing and Form 15 certification terminating registration or suspending reporting obligations under the Exchange Act. Those records identify the common stock covered by the filings and the resulting public-company reporting status.
DURECT Corp. (ticker DRRX) has entered into a definitive Agreement and Plan of Merger dated 28 Jul 2025 with Bausch Health Americas, Inc. Under the agreement, wholly owned subsidiary BHC Lyon Merger Sub will launch a cash tender offer to acquire all outstanding DURECT common shares, followed by a back-end merger. This Schedule 14D-9C is only an early communication; the Schedule TO (offer documents) and full 14D-9 (board recommendation) have not yet been filed. Consequently, no per-share consideration, transaction value, or expected closing date is disclosed here. Completion is conditioned on minimum share tender, regulatory approvals and other customary provisions. The filing incorporates the company’s 8-K of 29 Jul 2025 and reiterates extensive forward-looking-statement cautions, highlighting risks such as potential termination, litigation, integration challenges and disruption to ongoing operations.
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.