Entry into a Material Definitive Agreement.
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
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
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.
On February 4, 2021, DURECT issued a press release announcing
it had priced the Offering. A copy of the press release is attached
hereto as Exhibit 99.1.
Financial Statements and Exhibits.