On April 20, 2017, Apricus Biosciences, Inc. (the Company) entered
into a warrant amendment (the Warrant Amendment) with the holders
(the Holders) of the Companys warrants to purchase common stock of
the Company (the Common Stock), issued in September 2016 (the
September Warrants), to which, among other things, (i) the exercise
price of the September Warrants was reduced to $1.55 per share (the
exercise price of the warrants sold in the public offering as
described below), and (ii) the date upon which such September
Warrants become exercisable was changed to the effective date of a
the proposed amendment to the Companys Articles of Incorporation to
increase the number of authorized shares of Common Stock (the
Charter Amendment).

The foregoing summary of the Warrant Amendment is subject to, and
qualified in its entirety by reference to, the Warrant Amendment,
which is attached hereto as Exhibit 4.1, and incorporated herein by
reference.

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 September Warrants, and the shares issuable upon exercise of
the September Warrants, were sold and issued without registration
under the Securities Act of 1933, as amended (the Securities Act),
in reliance on the exemptions provided by Section 4(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.

On April 20, 2017, the Company entered into an underwriting
agreement (the Underwriting Agreement) with H.C. Wainwright Co.,
LLC (the Underwriter), to which the Company agreed to sell to the
Underwriter in an underwritten public offering an aggregate of
5,030,000 units (the “Units”). Each Unit consists of one share of
Common Stock (the Common Shares), and one warrant to purchase 0.75
of a share of Common Stock (the Warrants), and shall be sold at a
public offering price of $1.40 per Unit. The shares of Common Stock
underlying the Warrants are referred to herein as the Warrant
Shares. The shares of Common Stock and Warrants are immediately
separable and will be issued separately in the offering.

The gross proceeds to the Company from the offering are expected to
be approximately $7.0 million, before deducting underwriting
discounts and commissions and other estimated offering expenses,
and excluding any proceeds the Company may receive upon exercise of
the Warrants to be issued in the offering. The offering is expected
to close on or about April 26, 2017, subject to the satisfaction of
customary closing conditions.

The Company does not currently have a sufficient number of
authorized Common Stock to cover the Warrant Shares, and as a
result, the Warrants will become exercisable only following the
Company’s announcement that it has received stockholder approval
of the Charter Amendment and the Charter Amendment has become
effective. The Warrants will expire five years from the date the
warrants are first exercisable. The exercise price of the Warrants
is $1.55 per share of Common Stock. The Warrants may not be
exercised by the holder to the extent that the holder, together
with its affiliates, would beneficially own, after such exercise
more than 4.99% (or, at the election of investor prior to issuance
of any warrants, 9.99%) of the Common Stock then outstanding
(subject to the right of the holder to increase or decrease such
beneficial ownership limitation upon notice to the Company,
provided that such limitation cannot exceed 9.99%) and provided
that any increase in the beneficial ownership limitation shall not
be effective until 61 days after such notice is delivered. The
Company does not plan to apply to list the Warrants on the NASDAQ
Capital Market, any other national securities exchange or any other
nationally recognized trading system.

The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to such agreement, and may be subject to limitations
agreed upon by the contracting parties.

Item 9.01	Financial Statements and Exhibits.