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

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)

January 31, 2018

(Date of Event which Requires Filing of this Statement)

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

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,

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.

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:  January 31, 2018

/s/Alexander J. Denner                                  
Alexander J. Denner