0001144204-11-072068.txt : 20111229 0001144204-11-072068.hdr.sgml : 20111229 20111229124559 ACCESSION NUMBER: 0001144204-11-072068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111229 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111229 DATE AS OF CHANGE: 20111229 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22245 FILM NUMBER: 111285802 BUSINESS ADDRESS: STREET 1: 6330 NANCY RIDGE DRIVE, STREET 2: SUITE 103 CITY: SAN DIEGO, STATE: CA ZIP: 92121 BUSINESS PHONE: (858) 222-8041 MAIL ADDRESS: STREET 1: 6330 NANCY RIDGE DRIVE, STREET 2: SUITE 103 CITY: SAN DIEGO, STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: NEXMED INC DATE OF NAME CHANGE: 19970311 8-K 1 v244221_8k.htm FORM 8-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 29, 2011

Apricus Biosciences, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
0-22245
 
87-0449967
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

11975 El Camino Real, Suite 300, San Diego, California
 
92130
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (858) 222-8041

6330 Nancy Ridge Drive, Suite 103, San Diego, California 92121

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
 
Item 2.01
Completion of Acquisition or Disposition of Assets

On December 29, 2011, Apricus Biosciences, Inc. ("Apricus Bio" or the “Company”) and Topotarget A/S, a Danish corporation (“Topotarget”) announced the closing of its acquisition of Topotarget USA, Inc., a subsidiary of Topotarget, a Danish company listed on the Copenhagen exchange.  
 
Pursuant to the closing, Topotarget USA, Inc., based in Rockaway, New Jersey, will become a wholly-owned subsidiary of Apricus Bio.  The Company also announced that it will change the name of Topotarget USA, Inc. to Apricus Pharmaceuticals USA, Inc. (“Apricus Pharma”).
 
Item 9.01
Financial Statements and Exhibits.

(d) 
Exhibits

Exhibit No.
 
Description
     
99.1
 
Press Release, dated December 29, 2011
 
 
-2-

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

December 29, 2011
Apricus Biosciences, Inc.
 
     
 
By:  
/s/ RANDY BERHOLTZ
 
   
Randy Berholtz
 
   
Executive Vice President, General Counsel and Secretary 
 
 
 
 

 
 
EX-99.1 2 v244221_ex99-1.htm EXHIBIT 99.1 Unassociated Document
Exhibit 99.1
 
APRICUS BIOSCIENCES COMPLETES ACQUISITION
OF TOPOTARGET USA, INC.

—- To Rename the Newly Acquired Company, Apricus Pharmaceuticals USA, Inc.
 
SAN DIEGO, CA, December 29, 2011 – Apricus Biosciences, Inc. (“Apricus Bio”) (Nasdaq: APRI) (http://www.apricusbio.com) announced today the closing of its acquisition of Topotarget USA, Inc., a subsidiary of Topotarget A/S, a Danish company listed on the Copenhagen exchange.
 
Pursuant to the closing, Topotarget USA, Inc., based in Rockaway, New Jersey will become a wholly-owned subsidiary of Apricus Bio.  The Company also announced that it will change the name of Topotarget USA, Inc. to Apricus Pharmaceuticals USA, Inc. (“Apricus Pharma”).
 
"We are extremely pleased with the acquisition of Totect®, a valuable product for the treatment of anthracycline extravasation, the leakage of chemotherapy into the tissue of cancer patients,” said Dr. Bassam Damaj, Chairman, President and CEO of Apricus Bio.  “We are looking forward to expanding the territory of Totect® to Canada and Latin America in addition to acquiring additional products in the U.S. and abroad to expand the breadth of our oncology and related product portfolio for Apricus Pharma.  Combined with Vitaros® and other products based on our NexACT® technology portfolio, we are looking to expand the breadth of our group product offerings internationally and increase our worldwide product revenue.”
 
About Totect® and the Anthracycline Extravasation Market
Totect® or Dexrazoxane HCl is used to treat anthracycline extravasation, which is the leaking of chemotherapy from the veins of cancer patients into tissues and other areas of the body.  Anthracyclines are among the most used chemotherapy drugs to treat cancer. There are over 500,000 anthracycline infusions in the U.S. every year and if an extravasation that occurs following an anthracycline infusion is left untreated, patients with this condition may risk serious infection, tissue necrosis, or in some cases death. It is estimated that in the U.S., there are approximately 3,500 cancer centers that provide chemotherapy treatments where anthracyclines are administered.  Totect® has been on the market in the U.S. since 2007.  More information on Totect® can be found on www.totect.com.

About Apricus Biosciences, Inc.
Apricus Bio is a San Diego-based, revenue-generating, specialty pharmaceutical company, with commercial products and a broad pipeline across numerous therapeutic classes.
 
Revenues and growth are driven from the sales of the Company's commercial products through its Apricus Pharmaceuticals USA, Inc. and NexMed (USA), Inc. subsidiaries and through out-licensing in certain territories of its product pipeline and NexACT® technology. Apricus Bio’s current pipeline includes Vitaros®, approved in Canada for the treatment of erectile dysfunction, Totect®, the only drug approved in the U.S. for the treatment of anthracycline extravasation, as well as compounds in development from pre-clinical through pre-registration, currently focused on Sexual Dysfunction, Oncology, Dermatology, Autoimmune, Pain, Anti-Infectives, Diabetes and Consumer Healthcare.
 
 
 

 
 
The Company also expects to develop and/or acquire and then bring to market additional pharmaceutical products in areas of care that will benefit patient needs worldwide.
 
For further information on Apricus Bio, visit http://www.apricusbio.com, and for information on its subsidiary please visit http://www.nexmedusa.com. You can also receive information at http://twitter.com/apricusbio and http://facebook.com/apricusbio.
 
Apricus Bio's Forward-Looking Statement Safe Harbor
 
Statements under the Private Securities Litigation Reform Act, as amended:  with the exception of the historical information contained in this release, the matters described herein contain forward-looking statements that involve risks and uncertainties that may individually or mutually impact the matters herein described for a variety of reasons that are outside the control of the Company, including, but not limited to, its ability to receive issued patents on its NexACT® technology and products, develop such patented technology into product candidates, have its Rx Division products and product candidates such as Vitaros® approved by relevant regulatory authorities and its Consumer Healthcare Division products either approved or cleared by relevant regulatory authorities or be in compliance with appropriate regulatory requirements, to successfully manufacture and commercialize such Rx Division products as Totect® for the treatment of anthracycline extravasation and Vitaros® in the U.S., Canada, and in other countries along with its Consumer Healthcare Division products and product candidates and to achieve its other development, commercialization and financial goals.  Readers are cautioned not to place undue reliance on these forward-looking statements as actual results could differ materially from the forward-looking statements contained herein. Readers are urged to read the risk factors set forth in the Company's most recent annual report on Form 10-K, subsequent quarterly reports filed on Form 10-Q and other filings made with the SEC. Copies of these reports are available from the SEC's website or without charge from the Company.
 
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Contacts:

Apricus Biosciences, Inc.
Edward Cox, V.P.
Corporate Development & Investor Relations, Apricus Bio, Inc.
(858) 848-4249
ecox@apricusbio.com
 
Apricus Bio Investor Relations
Paula Schwartz
Rx Communications Group, LLC
(917) 322-2216
pschwartz@rxir.com