Change in Certifying Accountants Form 8 K

Item 4.01. Change in Registrant's Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On June 28, 2024, the Audit Committee (the "Audit Committee") of the board of directors (the "Board") of DURECT Corporation (the "Company") dismissed Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm.

EY's audit reports on the Company's financial statements as of December 31, 2023 and 2022 and for the years then ended did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit reports of EY on the Company's financial statements for the years ended December 31, 2023 and December 31, 2022 contained an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern.

During the fiscal years ended December 31, 2023 and 2022 and the subsequent interim period through June 28, 2024, there were (1) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with its report for such years, and (2) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided EY with a copy of the disclosures in this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the "SEC") and requested that EY furnish the Company with a letter addressed to the SEC stating whether EY agrees with the statements made by the Company herein and, if not, stating the respects, if any, in which EY does not agree. A copy of the letter dated June 28, 2024 from EY is filed with this Current Report on Form 8-K as Exhibit 16.1.

(b) Engagement of New Independent Registered Public Accounting Firm

On June 28, 2024, the Audit Committee appointed WithumSmith+Brown, PC ("Withum") as the Company's new independent registered public accounting firm commencing with the Company's fiscal year ending December 31, 2024.

During the Company's fiscal years ended December 31, 2023 and 2022 and the subsequent interim periods through June 28, 2024, the date that Withum was appointed as the Company's new independent registered public accounting firm, neither the Company nor anyone acting on its behalf consulted with Withum regarding either of the following: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).