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

together with all Shares issuable to such Reporting Persons or affiliates thereof upon the exercise of the Warrants to purchase Shares held thereby.

The Reporting Persons will continue to review their investment on an on-going basis and reserve the right to, from time to time and at any time: (i) acquire additional Shares and/or other Securities in the open market or otherwise; (ii) dispose of any or all of their Securities in the open market or otherwise, including pursuant to the registration statement that the Company is required to file pursuant to the Registration Request; or (iii) engage in any hedging or similar transactions with respect to the Securities.

Item 5.  Interest in Securities of the Issuer.

Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 2,120,361 Shares (including 672,455 Shares underlying the Warrants) representing approximately 13.5% of the Issuer’s outstanding Shares (based upon (i) the 15,029,052 Shares stated to be outstanding by the Issuer in its Registration Statement on Form S-3 that was filed with the Securities and Exchange Commission on November 2, 2017, and (ii) the 672,455 Shares underlying the Warrants held by Sarissa Offshore).

(b) For purposes of this Schedule 13D:

Sarissa Offshore has sole voting power and sole dispositive power with regard to 2,120,361 Shares (including the 672,455 Shares underlying the Warrants).  Sarissa Capital, as the investment advisor to Sarissa Offshore, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 2,120,361 Shares (including 672,455 Shares underlying the Warrants) held by Sarissa Offshore.  By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 2,120,361  Shares (including 672,455 Shares underlying the Warrants) held by Sarissa Offshore.