SC 13D/A

UNITED STATESSECURITIES 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

EX-5.1

APRICUS BIOSCIENCES, INC.

AMENDMENT TO

WARRANT TO PURCHASE COMMON STOCK

This Amendment to Warrant to Purchase Common Stock (this “Amendment”), dated as of March 21, 2018 (the “Effective Date”), is being entered into by and between Apricus Biosciences, Inc., a Nevada corporation (the “Company”) and Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (the “Holder”).

WHEREAS, the Holder is the record and beneficial owner of certain warrants (the “Outstanding Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) set forth on Exhibit A hereto, issued pursuant to subscription agreements dated February 10, 2015 and January 12, 2016 by and among the Company and the Holder; and

WHEREAS, the Company and the Holder have agreed to amend the Outstanding Warrants in the manner provided in this Amendment (the Outstanding Warrants, as so amended, the “Warrants”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein below and other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged, the Holder and the Company hereby agree as follows:

1. Capitalized Terms.  Unless otherwise specified in this Amendment, all terms herein shall have the same meanings ascribed to them in the Outstanding Warrants.

2.  Amendments.

(a)   Section 1(a) of the Outstanding Warrants is amended by inserting the following paragraph at the end of such section:

“For the avoidance of doubt, there is no circumstance that would require the Company to net cash settle the Warrant.”

(b)   Section 1(b) of the Outstanding Warrants is amended and replaced in its entirety with the following:

“1(b)Exercise Price.  For purposes of this Warrant, “Exercise Price” means $0.71 per share of Common Stock, subject to adjustment as provided herein.”

(c)   Section 1(c) of the Outstanding Warrants is amended and replaced in its entirety with the following:

“1(c)Cashless Exercise. Notwithstanding anything contained herein to the contrary, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance and resale of the Warrant Shares to or by the Holder, the Holder may exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, shall elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number =             (A x B) - (A x C)

B

For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant is then being exercised.

B= the Weighted Average Price of the shares of Common Stock (as reported by Bloomberg) on the date immediately preceding the date of the Exercise Notice.

C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.”

3.  Delay in Exercisability.  The Holder agrees not to exercise the Warrants until the earlier of (a) the effectiveness of the registration statement on Form S-3 (File No. 333-223353) registering the resale of the Warrant Shares and (b) 45 days from the Effective Date.

4.  No Other Amendment.  Except for the matters set forth in this Amendment, all other terms of the Warrants shall remain unchanged and in full force and effect.

5. Governing Law.  This Amendment shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Amendment shall be governed by, the laws of the State of New York, except for its conflicts of law provisions.

6. Counterparts. This Amendment may be executed in the original or by facsimile in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument.

[Remainder of Page Intentionally Left Blank]

2

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed by its duly authorized representatives.

APRICUS BIOSCIENCES, INC.
By:	/s/ Richard Pascoe
Name:	Richard W. Pascoe
Title:	Chief Executive Officer
Address:	11975 El Camino Real, Suite 300
	San Diego, CA

Agreed to and accepted:

SARISSA CAPITAL OFFSHORE MASTER FUND LP

By: Sarissa Capital Offshore Fund GP LLC, its general partner

APRICUS BIOSCIENCES, INC.
By:	/s/ Mark DiPaolo
Name:	Mark DiPaolo
Title:	Authorized Person
Address:	660 Steamboat Road, 3rd Floor
	Greenwich, CT 06830

Exhibit A

Outstanding Warrants to be Amended

Warrant No.	Holder	Issuance Date	Shares Underlying Warrant
2015-02	Sarissa Capital Offshore Master Fund LP	2/13/2015	107,972
2015-05	Sarissa Capital Offshore Master Fund LP	2/13/2015	166,754
2016-02	Sarissa Capital Offshore Master Fund LP	1/12/2016	24,275
2016-06	Sarissa Capital Offshore Master Fund LP	3/3/2016	123,482
2016-17	Sarissa Capital Offshore Master Fund LP	1/12/2016	41,067
2016-18	Sarissa Capital Offshore Master Fund LP	3/3/2016	208,905
			672,455