DRRX Durect Corp

On February 3, 2021, DURECT Corporation (“DURECT”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (the “Underwriter”) in connection with an underwritten public offering (the “Offering”) of 17,708,333 shares (the “Firm Shares”) of DURECT’s common stock, $0.0001 par value per share (the “Common Stock”). The Underwriter has agreed to purchase the Firm Shares from DURECT at a price of $2.2386 per share. Under the terms of the Underwriting Agreement, DURECT granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 2,656,249 shares of Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) at the same price per share as the Firm Shares.

The net proceeds to DURECT from the Offering, excluding any exercise by the Underwriter of its 30-day option to purchase any of the Option Shares, are expected to be approximately $39.6 million before deducting estimated offering expenses payable by DURECT. DURECT intends to use the proceeds from the Offering primarily for general corporate purposes, which may include clinical trials, research and development activities, capital expenditures, and selling, general and administrative costs.

The offering is being made pursuant to DURECT’s registration statement on Form S-3 (File No. 333-226518), previously filed with the Securities and Exchange Commission (“SEC”) on September 28, 2018, and declared effective by the SEC on October 9, 2018, and a prospectus supplement thereunder.

The Underwriting Agreement contains customary representations, warranties and covenants by DURECT, customary conditions to closing, indemnification obligations of DURECT and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties, and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K. The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of Orrick, Herrington & Sutcliffe LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached to this Current Report on Form 8-K as Exhibit 5.1.