Special Meeting Time, Place and Attendance
The Special Meeting is being held on , November
, 2022 at 10260 Bubb Road, Cupertino, CA 95014. All stockholders who own shares of our stock as of October , 2022, the record date, may attend the Special Meeting. The meeting will begin promptly at
Pacific Time. We encourage you to arrive at the venue prior to the start time and you should allow ample time for the
check-in procedures.
All persons attending the Special Meeting will be required to present a current form of
government-issued picture identification. If you are a stockholder of record and attend the Special Meeting, you may vote by ballot in person even if you have previously voted on a proxy card. If you hold shares beneficially in street name and wish
to attend the Special Meeting and vote in person, you must provide a legal proxy from your bank, broker or other nominee and proof of ownership on the record date (such as a recent brokerage statement) or the voting instruction form
mailed to you by your bank, broker or other nominee. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
Although
we are currently planning to hold the Special Meeting in person, we are monitoring the public health and travel concerns relating to the COVID-19 pandemic and the related recommendations and protocols issued
by federal, state and local governments. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described in this proxy statement) or in the event that it is not possible or advisable to hold our Special
Meeting in person as originally planned, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. We will announce any such changes,
including details on how to participate, in advance of the meeting in a press release, a copy of which will be filed with the SEC as additional proxy solicitation materials and posted on our website. Accordingly, if you are planning to attend our
Special Meeting, please monitor our website (at www.durect.com) prior to the meeting date.
Purpose of the Proxy Materials
You are receiving proxy materials from us because you owned shares of our common stock on October , 2022, the record date. This Proxy
Statement describes an issue on which we would like you, as a stockholder, to vote. It also gives you information on this issue so that you may make an informed decision.
If you are a stockholder of record and submit a signed proxy card, you are appointing James E. Brown and Timothy M. Papp as your representatives at the
Special Meeting. James E. Brown and Timothy M. Papp will vote your shares at the Special Meeting as you have instructed them. This way, your shares will be voted whether or not you attend the Special Meeting. Alternatively, you may vote your shares
on the internet or by telephone by following the instructions on your Notice or proxy card.
If your shares are held in a brokerage account, by a trustee
or by another nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials were forwarded to you by your broker, trustee or nominee. As the beneficial owner, you have the right to direct your broker,
trustee or nominee on how to vote and are also invited to attend the Special Meeting.
Even if you plan to attend the Special Meeting it is a good idea to
vote in advance of the Special Meeting; indicate your preferences on the paper proxy card you requested (as described below), and then date, sign and return your proxy card, or vote your shares by telephone or via the internet, just in case your
plans change and you are unable to attend the Special Meeting.
Proposal to Be Voted on at This Years Special Meeting
You are being asked to vote on approving an amendment to the Companys Amended and Restated Certificate of Incorporation (i) to effect, at the discretion
of the Board, a reverse split of the Companys common stock, at a
2