13D Filing: Sarissa Capital Management and Apricus Biosciences Inc. (APRI)

This statement constitutes Amendment No. 4 to the Schedule 13D (this “Amendment No. 3”) relating to the Common Stock, par value $0.001 (the “Shares”), issued by Apricus Biosciences, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on February 23, 2015, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto (as amended, the “Initial Schedule 13D”), on behalf of the Reporting Persons (as defined below), to furnish the additional information set forth herein.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.

Item 4.  Purpose of Transaction.

Item 4 of the Initial Schedule 13D is hereby amended by adding the following:

On March 21, 2018, certain of the Reporting Persons entered into a warrant amendment agreement with the Issuer (the “Second Warrant Amendment Agreement”) pursuant to which, among other things, (i) the exercise price of the Warrants was reduced from $8.80 to $0.71 per share, and (ii) the cashless exercise provisions of the Warrants were eliminated except in the event that at the time of exercise of the Warrants there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance and resale of the Shares issuable upon exercise of the Warrants.  The foregoing description of the Second Warrant Amendment Agreement is qualified in its entirety to the Second Warrant Amendment Agreement, a copy of which is filed as Exhibit 5.1 hereto.

Item 7. Material to Be Filed as Exhibits.