DURECT Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On November 22, 2024 (the “Closing Date”), DURECT Corporation (the “Company”) entered into an Asset Purchase Agreement (the “APA”) with Alzet, LLC, a subsidiary of Lafayette Instrument Co. (the “Purchaser”). Under the terms of the APA, the Company agreed to sell to the Purchaser substantially all the assets, and certain specified liabilities, related to the ALZET product line (the “Sale”). The APA provided for, subject to certain terms and conditions, the entry into a Transition Services Agreement, pursuant to which the Company agrees to perform certain transition services related to the purchased assets for up to six months after Closing Date, subject to potential extensions.
On the Closing Date, the Company completed the transaction contemplated by the APA. Pursuant to the terms of the APA, the Purchaser paid the Company $17,500,000 subject to certain adjustments, including for net working capital.
Simultaneous with this transaction, the Company has paid off all remaining obligations under the term loan agreement with Oxford Finance LLC.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
A copy of the press release announcing the Sale is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The Company will file unaudited pro forma financial information giving effect to the Sale as an amendment to this Current Report on Form 8-K as soon as they are available.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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DURECT Corporation |
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Date: November 25, 2024 |
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By: |
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/s/ James E. Brown |
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James E. Brown Chief Executive Officer
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