13G Filing: Iroquois Capital Management, LLC and Apricus Biosciences Inc. (APRI)

Page 5 of 7 – SEC Filing

3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) o A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) o Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________
Item 4. Ownership

Provide the following information
regarding the aggregate number and
percentage of the class of securities of the issuer identified
in Item 1.

The information as of the date of the event which requires filing
of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person
hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover
page for each Reporting Person is based on 12,771,782 shares of common stock outstanding as of May 4, 2017, as reported in the
quarterly report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on May 11, 2017, and does not include
the exercise of the reported warrants (the “Reported Warrants”), which are subject to the Blocker (as defined below).

Pursuant to the terms of the Reported Warrants, the Reporting
Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise,
more than 4.99% of the outstanding shares of Common Stock (the “Blocker”), and the percentage set forth in Row 11 of
the cover page for each Reporting Person gives effect to the Blocker. Consequently, as of the date of the event which requires
filing of this statement, the Reporting Persons were not able to exercise any of the Reported Warrants due to the Blocker.

As of the date of the event which requires filing of this statement,
Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 415,441 shares of Common Stock and Reported Warrants to purchase
214,287 shares of Common Stock and Iroquois Capital Investment Group LLC (“ICIG”) held 242,761 shares of Common Stock
and Reported Warrants to purchase 107,142 shares of Common Stock. Mr. Abbe has the authority and responsibility for the investments
made on behalf of the Fund and ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all shares of Common Stock held
by, and underlying the Reported Warrants (subject to the Blocker) held by, the Fund and ICIG. Iroquois is the investment manager
for Iroquois Master Fund.

Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit 1.
Item 9. Notice of Dissolution of Group
Not applicable.
 Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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