0001140361-18-014847.txt : 20180323 0001140361-18-014847.hdr.sgml : 20180323 20180323175258 ACCESSION NUMBER: 0001140361-18-014847 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180321 FILED AS OF DATE: 20180323 DATE AS OF CHANGE: 20180323 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENNER ALEXANDER J CENTRAL INDEX KEY: 0001361754 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 18711237 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Denner Alexander J DATE OF NAME CHANGE: 20060504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 18711236 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Offshore Master Fund LP CENTRAL INDEX KEY: 0001577530 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 18711235 BUSINESS ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: APRICUS BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001017491 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 870449967 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 11975 EL CAMINO REAL, STREET 2: SUITE 300 CITY: SAN DIEGO, STATE: CA ZIP: 92130 BUSINESS PHONE: (858) 222-8041 MAIL ADDRESS: STREET 1: 11975 EL CAMINO REAL, STREET 2: SUITE 300 CITY: SAN DIEGO, STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: NEXMED INC DATE OF NAME CHANGE: 19970311 4 1 doc1.xml FORM 4 X0306 4 2018-03-21 0 0001017491 APRICUS BIOSCIENCES, INC. APRI 0001361754 DENNER ALEXANDER J C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD GREENWICH CT 06830 0 0 1 0 0001577524 Sarissa Capital Management LP 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001577530 Sarissa Capital Offshore Master Fund LP C/O OGIER FIDUCIARY SERVICES (CAYMAN) LI 89 NEXUS WAY, CAMANA BAY GRAND CAYMAN E9 KY1-9007 CAYMAN ISLANDS 0 0 1 0 Warrants to Purchase Common Stock .71 2018-03-21 4 J 0 653409 D 2016-07-12 2023-01-12 Common Stock 653409 0 I See Footnote Warrants to Purchase Common Stock .71 2018-03-21 4 J 0 653409 A 2016-07-12 2023-01-12 Common Stock 653409 653409 I See Footnote See Exhibit 99.1; Note 1. See Exhibit 99.1; Note 2. See Exhibit 99.1; Note 3. /s/ Alexander J. Denner, Ph.D 2018-03-23 /s/ Sarissa Capital Management LP 2018-03-23 /s/ Sarissa Capital Offshore Master Fund LP 2018-03-23 EX-99.1 2 d24222078.htm EXPLANATION OF RESPONSES

Designated Filer:	Alexander Denner
Issuer & Ticker Symbol:	Apricus Biosciences, Inc. [APRI]
Date of Event Requiring Statement:	March 21, 2018

Explanation of Responses:

(1)

The reported transactions involved an amendment to certain terms of existing warrants, including the exercise price thereof, resulting in, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, a deemed cancellation of the existing warrants and a deemed issuance of replacement warrants.

(2)

Prior to the date hereof, Sarissa Capital Offshore Master Fund LP (the “Sarissa Fund”) or affiliates thereof acquired shares of common stock and warrants from Apricus Biosciences, Inc. The price for the shares of common stock and warrants in the initial transaction was $1.82 adjusted for a prior stock split effected in the common stock, and the price paid for the shares of common stock and warrants in the second transaction was $.88.

(3)

Sarissa Capital Management LP ("Sarissa Capital") is the investment advisor to the Sarissa Fund. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital. By virtue of the foregoing, each of Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) the shares of Common Stock that the Sarissa Fund directly beneficially owns. Each of Sarissa Capital and Dr. Denner disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.