Filing Details
- Accession Number:
- 0000899140-18-000310
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-22 18:47:27
- Filed By:
- Sarissa Capital Management
- Company:
- Seelos Therapeutics Inc. (NASDAQ:SEEL)
- Filing Date:
- 2018-03-23
- SEC Url:
- 13D Filing
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
| Apricus Biosciences, Inc. |
| (Name of Issuer) |
| Common Stock, $0.001 par value |
| (Title of Class of Securities) |
| 652903-10-5 |
| (CUSIP Number) |
| Mark DiPaolo General Counsel Sarissa Capital Management LP 660 Steamboat Road Greenwich, CT 06830 203-302-2330 With a copy to: Russell Leaf Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 212-728-8000 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| March 21, 2018 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 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).
Item 1. Security and Issuer.
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.
Item 7 of the Initial Schedule 13D is hereby amended by adding the following:
5.1 Second Warrant Amendment Agreement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 22, 2018
| SARISSA CAPITAL MANAGEMENT LP | |
| By: | /s/ Mark DiPaolo |
| Name: Mark DiPaolo | |
| Title: General Counsel | |
| SARISSA CAPITAL OFFSHORE MASTER FUND LP | |
| By: Sarissa Capital Offshore Fund GP LLC, its general partner | |
| By: | /s/ Mark DiPaolo |
| Name: Mark DiPaolo | |
| Title: Authorized Person | |
/s/Alexander J. Denner
Alexander J. Denner
Alexander J. Denner