SC 13D/A

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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)

June 22, 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. 5 to the Schedule 13D (this “Amendment No. 5”) 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, Amendment No. 3 and Amendment No. 4 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 June 22, 2018, certain of the Reporting Persons entered into a warrant amendment agreement with the Issuer (the “Warrant Amendment”) pursuant to which the exercise price of the Warrants was reduced from $0.71 to $0.42 per share.  The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, a copy of which is filed as Exhibit 5.1 hereto.

In connection with the execution of the Warrant Amendment, certain of the Reporting Persons and the Issuer entered into an amendment to that certain subscription agreement, dated as of January 12, 2016 (the “Subscription Agreement Amendment”), to remove the provisions thereof providing certain of the Reporting Persons preemptive rights to participate in future equity issuances by the Issuer. The foregoing description of the Subscription Agreement Amendment is qualified in its entirety by reference to the Subscription Agreement Amendment, a copy of which is filed as Exhibit 5.2 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          Warrant Amendment.

5.2          Subscription Agreement Amendment.

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:  June 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

Exhibit 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 June 22, 2018, 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;

WHEREAS, concurrently with this Amendment, the Company, the Holder and Sarissa Capital Domestic Fund LP, a Delaware limited partnership, are entering into an amendment to the Subscription Agreement, dated as of January 12, 2016; 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.  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 $0.42 per share of Common Stock, subject to adjustment as provided herein.”

3.  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.

4. 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.

5. 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]

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 W. 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

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

EX-5.2

Exhibit 5.2

AMENDMENT NO. 1TO SUBSCRIPTION AGREEMENT

This AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this “Amendment”) is dated as of June 22, 2018, by and among Sarissa Capital Domestic Fund LP, a Delaware limited partnership (“Sarissa Domestic”), Sarissa Capital Offshore Master Fund LP, a Delaware limited partnership (together with Sarissa Domestic, the “Investors”) and Apricus Biosciences, Inc., a Nevada corporation (the “Company”). The Investors and the Company are each referred to herein by name or, individually, as a “Party” or collectively, as “Parties.”

WHEREAS, the Parties have previously entered into that certain Subscription Agreement, dated as of January 12, 2016 (the “Agreement”);

WHEREAS, concurrently with this Amendment, the Parties are entering into an amendment to the currently outstanding warrants to purchase shares of the Company’s common stock held by the Investors to, among other things, reduce the exercise price of such warrants (the “Warrant Amendment”); and

WHEREAS,the Parties desire to amend the Agreement as set forth herein.

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 Investors 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 Agreement.

2.  Amendments.

(a)          The Parties hereby amend and restate in its entirety Section 19 of Annex I of the Agreement as follows:

“19          [Reserved].”

(b)          The Parties hereby amend and restate in its entirety Section 20 of Annex I of the Agreement as follows:

“20.          Termination of Covenants under Prior Subscription Agreement. Upon execution of this Agreement by the Company and the Investors, Sections 17, 18, and 19 of that certain Subscription Agreement between the Company and the Investors dated February 10, 2015 (the “Prior Subscription Agreement”), shall thereafter be of no further force or effect.”

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

4. 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.

5. 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.

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

SARISSA CAPITAL DOMESTIC FUND LP
By: Sarissa Capital Fund GP LP, its general partner
By:	/s/  Mark DiPaolo
Name:	Mark DiPaolo
Title:	Authorized Person
Address:	660 Steamboat Road, 3rd Floor
	Greenwich, CT 06830
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
Address:	660 Steamboat Road, 3rd Floor
	Greenwich, CT 06830
APRICUS BIOSCIENCES, INC.
By:	/s/  Richard W. Pascoe
Name:	Richard W. Pascoe
Title:	Chief Executive Officer
Address:	11975 El Camino Real, Suite 300
	San Diego, CA

Signature Page to Amendment No. 1 to Subscription Agreement