Durect Corporation

08/08/2025 | Press release | Distributed by Public on 08/08/2025 15:30

Material Agreement (Form 8-K)

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-Kfiled by DURECT Corporation, a Delaware corporation (the "Company") on July 29, 2025, the Company, Bausch Health Americas, Inc., a Delaware corporation ("Parent"), and BHC Lyon Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and solely for purposes of Section 6.10 of the Merger Agreement, Bausch Health Companies Inc., a corporation continued under the laws of the Province of British Columbia entered into an Agreement and Plan of Merger, dated as of July 28, 2025 (the "Merger Agreement").

On August 8, 2025, the Company, Parent and Merger Sub entered into that Amendment No. 1 (the "Amendment") to Merger Agreement pursuant to which the Company, Parent and Merger Sub agreed to extend the date by which Merger Sub is obligated to commence the tender offer for all of the outstanding shares of common stock of the Company from August 11, 2025 to August 12, 2025.

A copy of the Amendment is attached as Exhibit 2.1 to this Current Report on Form 8-Kand is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

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