13G Filing: Armistice Capital and Apricus Biosciences Inc. (APRI)

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

Armistice Capital, LLC – 1,450,000

Armistice Capital Master Fund Ltd. – 1,450,000

Steven Boyd – 1,450,000

(b)

Percent of class:

Armistice Capital, LLC – 9.6%

Armistice Capital Master Fund Ltd. – 9.6%

Steven Boyd – 9.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

Armistice Capital, LLC – 0

Armistice Capital Master Fund Ltd. – 0

Steven Boyd – 0

(ii)

Shared power to vote or to direct the vote

Armistice Capital, LLC – 1,450,000

Armistice Capital Master Fund Ltd. – 1,450,000

Steven Boyd – 1,450,000

(iii)

Sole power to dispose or to direct the disposition of

Armistice Capital, LLC – 0

Armistice Capital Master Fund Ltd. – 0

Steven Boyd – 0

(iv)

Shared power to dispose or to direct the disposition of

Armistice Capital, LLC – 1,450,000

Armistice Capital Master Fund Ltd. – 1,450,000

Steven Boyd – 1,450,000

Item 3.		If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

	(a)	[_]	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c).

	(b)	[_]	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

	(c)	[_]	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

	(d)	[_]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)	[_]	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

	(f)	[_]	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

	(g)	[_]	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

	(h)	[_]	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

	(i)	[_]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

	(j)	[_]	Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

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