13D Filing: Sarissa Capital Management and Apricus Biosciences Inc. (APRI)

Item 1.            Security and Issuer.

This statement constitutes Amendment No. 3 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 and Amendment No. 2 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, except that, unless the context otherwise requires, any references therein to the “Reporting Persons” shall mean the Reporting Persons as defined below or to the “Sarissa Funds” shall mean Sarissa Offshore as defined below.

Item 2.  Identity and Background.

Item 2 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:

The persons filing this statement are Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa Capital”), Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (“Sarissa Offshore”), and Alexander J. Denner, Ph.D., a citizen of the United States of America (collectively, the “Reporting Persons”).

The principal business address of (i) each of Sarissa Capital and Dr. Denner is c/o Sarissa Capital Management LP, 660 Steamboat Road, 3^rd Floor, Greenwich, CT 06830 and (ii) Sarissa Offshore is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.

Sarissa Capital’s principal business is serving as investment advisor to private investment funds, including Sarissa Offshore. The ultimate general partner of each of Sarissa Capital and Sarissa Offshore is controlled by Dr. Denner. Dr. Denner’s principal occupation is serving as the Chief Investment Officer of Sarissa Capital.

The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the Reporting Persons were set forth in Schedule A of the Initial Schedule 13D.

None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws.

Item 4.  Purpose of Transaction.

Item 4 of the Initial Schedule 13D is hereby amended by adding the following:

On January 31, 2018, pursuant to subscription agreements previously entered into between the Issuer and certain of the Reporting Persons, certain of the Reporting Persons delivered written notice to the Issuer (the “Registration Request”) requesting that the Issuer file, as promptly as practicable, a registration statement on Form S-3 (or, if Form S-3 is unavailable, another registration statement) covering all Shares held by such Reporting Persons or their affiliates,