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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Iroquois Capital Management | 0 | 415,441 | 0 | 415,441 | 415,441 | 3.3% |
| Richard Abbe | 242,761 | 415,441 | 242,761 | 415,441 | 658,202 | 5.2% |
Page 1 of 7 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Apricus
Biosciences, Inc.
(Name of Issuer)
Common
Stock, $0.001 par value per share
(Title of Class of Securities)
03832V307
(CUSIP Number)
June
8, 2017
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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Page 2 of 7 – SEC Filing
| CUSIP No: 03832V307 | |||
| (1) | Names of Reporting Persons Iroquois Capital Management L.L.C. | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o | ||
| (3) | SEC Use Only | ||
| (4) | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | (5) | Sole Voting Power 0 |
| (6) | Shared Voting Power 415,441 shares of Common Stock 214,287 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |
| (7) | Sole Dispositive Power 0 | |
| (8) | Shared Dispositive Power 415,441 shares of Common Stock 214,287 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 415,441 shares of Common Stock 214,287 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| (11) | Percent of Class Represented by Amount in Row (9) 3.3% | |
| (12) | Type of Reporting Person (See Instructions) OO | |
* As more fully described in Item 4, each of the Warrants are
subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blocker. However, as more fully described
in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full exercise of such reported warrants and do not give effect to such blocker. Therefore, the actual number of shares of Common
Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less than the number of securities reported
in rows (6), (8) and (9).
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Page 3 of 7 – SEC Filing
| CUSIP No: 03832V307 | |||
| (1) | Names of Reporting Persons Richard Abbe | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o | ||
| (3) | SEC Use Only | ||
| (4) | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With | (5) | Sole Voting Power 242,761 shares of Common Stock 107,142 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* |
| (6) | Shared Voting Power 415,441 shares of Common Stock 214,287 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |
| (7) | Sole Dispositive Power 242,761 shares of Common Stock 107,142 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |
| (8) | Shared Dispositive Power 415,441 shares of Common Stock 214,287 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 658,202 shares of Common Stock 321,429 shares of Common Stock issuable upon exercise of Warrants (See Item 4)* | |
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |
| (11) | Percent of Class Represented by Amount in Row (9) 5.2% | |
| (12) | Type of Reporting Person (See Instructions) IN; HC | |
* As more fully described in Item
4, each of the Warrants are subject to a 4.99% blocker, and the percentage set forth in row (11) gives effect to such blocker.
However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common
Stock that would be issuable upon full exercise of such reported warrants and do not give effect to such blocker. Therefore, the
actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blocker, is less
than the number of securities reported in rows (6), (8) and (9).
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Page 4 of 7 – SEC Filing
| CUSIP No: 03832V307 | |||
| Item 1. | |||
| (a) | Name of Issuer Apricus Biosciences, Inc. (the “Company”) | ||
| (b) | Address of Issuer’s Principal Executive Offices 11975 El Camino Real, Suite 300, San Diego, CA 92130 | ||
| Item 2 (a). | Name of Person Filing | ||
| Item 2 (b). | Address of Principal Business Office or, if none, Residence | ||
| Item 2 (c). | Citizenship This Schedule 13G is being filed on behalf of (i) Iroquois Capital The Reporting Persons have entered into a Joint Filing Agreement, The principal business office of all of the Reporting Persons | ||
| Item 2 (d) | Title of Class of Securities Common Stock, $.0001 par value per share | ||
| Item 2 (e) | CUSIP Number 03832V307 | ||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) Not applicable. | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section | |
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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 The information as of the date of the event which requires filing Pursuant to the terms of the Reported Warrants, the Reporting As of the date of the event which requires filing of this statement, | |
| 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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Page 6 of 7 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 16, 2017
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | ||
| By: | /s/ Richard Abbe | |
| Richard Abbe, Authorized Signatory | ||
| /s/ Richard Abbe | ||
| Richard Abbe | ||
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Page 7 of 7 – SEC Filing
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
