DURECT CORP Files 8-K: Acquisition, Delisting Notice, Control Change
| Field | Detail |
|---|---|
| Company | Durect Corp |
| Form Type | 8-K |
| Filed Date | Sep 11, 2025 |
| Risk Level | high |
| Pages | 7 |
| Reading Time | 9 min |
| Key Dollar Amounts | $0.0001, $1.75, $350 million |
| Sentiment | mixed |
Sentiment: mixed
Topics: acquisition, delisting, change-of-control, corporate-action
TL;DR
DURECT CORP 8-K: Big changes coming - acquisition, possible delisting, control shift.
AI Summary
On September 11, 2025, DURECT CORPORATION filed an 8-K report detailing several significant events. These include the completion of an acquisition or disposition of assets, a notice of delisting or failure to meet listing standards, material modifications to security holder rights, and changes in control of the registrant. The report also covers departures of directors or officers, election of directors, appointment of officers, compensatory arrangements, amendments to articles of incorporation or bylaws, changes in fiscal year, and other events, along with financial statements and exhibits.
Why It Matters
This 8-K filing indicates substantial corporate actions at DURECT CORP, including potential changes in its listing status and control, which could significantly impact investors and stakeholders.
Risk Assessment
Risk Level: high — The filing mentions a notice of delisting or failure to meet listing standards and a change in control, both of which are significant risk factors for investors.
Key Players & Entities
- DURECT CORPORATION (company) — Registrant
- September 11, 2025 (date) — Date of Report
- Delaware (jurisdiction) — State of Incorporation
- 000-31615 (identifier) — SEC File Number
- 94-3297098 (identifier) — EIN
FAQ
What specific assets were acquired or disposed of by DURECT CORPORATION?
The filing indicates the completion of an acquisition or disposition of assets, but the specific details of these assets are not provided in this summary.
What is the reason for the notice of delisting or failure to satisfy a continued listing rule?
The filing states there is a notice of delisting or failure to satisfy a continued listing rule, but the specific reason is not detailed in this summary.
What material modifications have been made to the rights of DURECT CORPORATION's security holders?
The filing reports material modifications to the rights of security holders, but the nature of these modifications is not specified in this summary.
What change in control has occurred at DURECT CORPORATION?
The filing indicates a change in control of the registrant, but the specifics of this change are not elaborated upon in this summary.
Are there any new compensatory arrangements for DURECT CORPORATION's officers mentioned in this filing?
The filing mentions compensatory arrangements of certain officers, but the details of these arrangements are not provided in this summary.
Filing Stats: 2,236 words · 9 min read · ~7 pages · Grade level 11.5 · Accepted 2025-09-11 10:19:14
Key Financial Figures
- $0.0001 — ange on Which Registered Common Stock $0.0001 par value per share DRRX The NASDAQ
- $1.75 — share (the " Company Shares "), for (i) $1.75 per Company Share, to the holder of suc
- $350 million — l net sales milestone payments of up to $350 million in the aggregate ( minus any amount ass
Filing Documents
- d55215d8k.htm (8-K) — 46KB
- d55215dex31.htm (EX-3.1) — 3KB
- d55215dex32.htm (EX-3.2) — 59KB
- 0001193125-25-200904.txt ( ) — 242KB
- drrx-20250911.xsd (EX-101.SCH) — 3KB
- drrx-20250911_lab.xml (EX-101.LAB) — 18KB
- drrx-20250911_pre.xml (EX-101.PRE) — 11KB
- d55215d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 2.1 Agreement and Plan of Merger by and among Bausch Health Americas, Inc., BHC Lyon Merger Sub, Inc., DURECT Corporation, and solely for purposes of Section 6.10, Bausch Health Companies Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed July 29, 2025).* 2.2 Amendment No. 1 to the Agreement and Plan of Merger by and among DURECT Corporation, Bausch Health Americas, Inc., and BHC Lyon Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed August 8, 2025). 3.1 Second Amended and Restated Certificate of Incorporation of DURECT Corporation. 3.2 Second Amended and Restated Bylaws of DURECT Corporation. 99.1 Joint Press Release, dated September 11, 2025, issued by Bausch Health Companies Inc. and DURECT Corporation (incorporated by reference from Bausch Health Companies Inc.'s Schedule TO Amendment filed on September 11, 2025). 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). * Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC.
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DURECT Corporation Date: September 11, 2025 By: /s/ Timothy M. Papp Timothy M. Papp Chief Financial Officer