Apricus Biosciences, Inc. (NASDAQ:APRI) Files An 8-K Entry into a Material Definitive Agreement

Apricus Biosciences, Inc. (NASDAQ:APRI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

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Entry into a Material Definitive Agreement.

On June 22, 2018, Apricus Biosciences, Inc. (the “Company”) entered into a subscription agreement amendment (the “Subscription Agreement Amendment”) with Sarissa Capital Domestic Fund LP (“Sarissa Domestic”) and Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” together with Sarissa Domestic, the “Investors”), which, among other things, removed the Investor’s preemptive rights with respect to future issuances of the Company's equity securities.

Concurrently with the Subscription Agreement Amendment, the Company entered into a warrant amendment (the “Warrant Amendment”) with Sarissa Offshore regarding the Company’s warrants to purchase common stock of the Company (the “Common Stock”), issued in February 2015 (the “February 2015 Warrants”) and January 2016 (together with the February 2015 Warrants, the “Warrants”), to which the exercise price of the Warrants was reduced from $0.71 to $0.42 per share.

The foregoing summaries of the Warrant Amendment and the Subscription Agreement Amendment are subject to, and qualified in their entirety by reference to, the Warrant Amendment and the Subscription Agreement Amendment, which are incorporated herein by reference to Exhibits 4.1 and 10.1, respectively.

Item 3.02

Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information regarding the Warrant Amendment set forth under Item 1.01 above is incorporated herein by reference.

The shares issuable upon exercise of the Warrants, were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section4(a)(2)of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.


Amendment to Warrant to Purchase Common Stock, dated as of June 22, 2018, by and between the Company and Sarissa Offshore

Amendment No. 1 to Subscription Agreement, dated as of June 22, 2018, by and between the Investors and the Company


EX-4.1 2 exhibit41to8-kjune2018warr.htm EXHIBIT 4.1 Exhibit Exhibit 4.1APRICUS BIOSCIENCES,…
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About Apricus Biosciences, Inc. (NASDAQ:APRI)

Apricus Biosciences, Inc. is a pharmaceutical company, which develops pharmaceutical products. The Company primarily focuses on the development and commercialization of products and product candidates in the areas of urology and rheumatology. The Company’s drug delivery technology is a permeation enhancer called NexACT. The Company has over two product candidates in Phase II development, fispemifene for the treatment of symptomatic male secondary hypogonadism and RayVa for the treatment of Raynaud’s phenomenon, secondary to scleroderma. The Company has a commercial product, Vitaros for the treatment of erectile dysfunction (ED), which is in development in the United States, approved in Canada and marketed throughout Europe.

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