Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Apricus Biosciences, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

03832V109

(CUSIP Number)

September 22, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

a.	¨ Rule 13d-1(b)

b.	x Rule 13d-1(c)

c.	¨ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 03832V109

 

1.		Names of Reporting Persons.   Mitchell P. Kopin
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   4,954,938
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   4,813,179
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,954,938 (see Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   IN; HC

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CUSIP No. 03832V109

 

1.		Names of Reporting Persons.   Daniel B. Asher
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   4,954,938
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   4,813,179
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,954,938 (see Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   IN; HC

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CUSIP No. 03832V109

 

1.		Names of Reporting Persons.   Intracoastal Capital LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization   United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:				5.		Sole Voting Power   0
				6.		Shared Voting Power   4,954,938
				7.		Sole Dispositive Power   0
				8.		Shared Dispositive Power   4,813,179
9.		Aggregate Amount Beneficially Owned by Each Reporting Person   4,954,938 (see Item 4)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11.		Percent of Class Represented by Amount in Row (9)   6.4% (see Item 4)
12.		Type of Reporting Person (See Instructions)   OO

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Item 1.

(a) Name of Issuer

Apricus Biosciences, Inc. (the Issuer)

(b) Address of Issuers Principal Executive Offices

11975 El Camino Real, Suite 300

San Diego, California 92130

 

Item 2.

(a) Name of Person Filing

(b) Address of Principal Business Office or, if none, Residence

(c) Citizenship

This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (Mr. Kopin), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (Mr. Asher) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (Intracoastal and together with Mr. Kopin and Mr. Asher, collectively the Reporting Persons).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.

The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

(d) Title of Class of Securities

Common stock, $0.001 par value per share, of the Issuer (the Common Stock).

(e) CUSIP Number

03832V109

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

(a) and (b):

(i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on September 22, 2016 (the Initial SPA) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 26, 2016), each of the Reporting Persons may have been deemed to have beneficial ownership of 6,571,429 shares of Common Stock that were to be issued to Intracoastal at the closing of the transaction contemplated by the Initial SPA, and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 9.0% of the Common Stock, based on (1) 66,450,887 shares of Common Stock outstanding as of September 22, 2016 as reported by the Issuer, plus (2) 6,571,429 shares of Common Stock that were to be issued to Intracoastal at the closing of the transaction contemplated by the Initial SPA. The foregoing excludes (I) 4,928,572 shares of Common Stock

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issuable upon exercise of a warrant that was to be issued to Intracoastal at the closing of the transaction contemplated by the Initial SPA (Initial Intracoastal Warrant 1) because Initial Intracoastal Warrant 1 is not exercisable until on or after March 28, 2017 (and Initial Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Initial Intracoastal Warrant 1 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock), (II) 197,125 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (Intracoastal Warrant 2) because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, (III) 90,000 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (Intracoastal Warrant 3) because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, and (IV) 10,375 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (Intracoastal Warrant 4) because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming Initial Intracoastal Warrant 1 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 11,797,501 shares of Common Stock.

(ii) On September 27, 2016, the Issuer and the signatories to the Initial SPA (including Intracoastal) mutually agreed to terminate the Initial SPA and enter into a new Securities Purchase Agreement (the New SPA) in order to conduct a new registered direct offering, with such offering being at market value for purposes of Nasdaq Stock Market Rule 5635(d) (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 28, 2016). Immediately following the execution of the New SPA, each of the Reporting Persons may have been deemed to have beneficial ownership of 6,571,429 shares of Common Stock that were to be issued to Intracoastal at the closing of the transaction contemplated by the New SPA, and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 9.0% of the Common Stock, based on (1) 66,450,887 shares of Common Stock outstanding as of September 22, 2016 as reported by the Issuer, plus (2) 6,571,429 shares of Common Stock that were to be issued to Intracoastal at the closing of the transaction contemplated by the New SPA. The foregoing excludes (I) 4,928,572 shares of Common Stock issuable upon exercise of a warrant that was to be issued to Intracoastal at the closing of the transaction contemplated by the New SPA (Intracoastal Warrant 1) because Intracoastal Warrant 1 is not exercisable until on or after March 28, 2017 (and Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock), (II) 197,125 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, (III) 90,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, and (IV) 10,375 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming Intracoastal Warrant 1 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 11,797,501 shares of Common Stock.

        (iii) On September 28, 2016, the Issuer and the signatories to the New SPA (including Intracoastal) mutually agreed to revise the size of the offering such that an aggregate of 10,824,018 shares of Common Stock were issued along with, in a concurrent private placement, warrants to purchase an aggregate of up to 8,118,014 shares of Common Stock based on feedback from the Nasdaq stock market (as disclosed in the Form 8-K/A filed by the Issuer with the Securities and Exchange Commission on September 28, 2016) (the New SPA Amendment). Immediately following the New SPA Amendment, each of the Reporting Persons may have been deemed to have beneficial ownership of 5,412,009 shares of Common Stock that were to be issued to Intracoastal at the closing of the transaction contemplated by the New SPA, and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 7.5% of the Common Stock, based on (1) 66,450,887 shares of Common Stock outstanding as of September 22, 2016 as reported by the Issuer, plus (2) 5,412,009 shares of Common Stock that were to be issued to Intracoastal at the closing of the transaction contemplated by the New SPA. The foregoing excludes (I) 4,059,007 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 is not exercisable until on or after March 28, 2017 (and Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock), (II) 197,125 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, (III) 90,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, and (IV) 10,375 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming Intracoastal Warrant 1 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 9,768,516 shares of Common Stock.

(iv) As of the close of business on October 3, 2016, each of the Reporting Persons may be deemed to have beneficial ownership of 4,954,938 shares of Common Stock, and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 6.4% of the Common Stock, based on (1) 66,450,887 shares of Common Stock outstanding as of September 22, 2016 as reported by the Issuer, plus (2) 10,824,018 shares of Common Stock that were issued at the closing of the transaction contemplated by the New SPA. The foregoing excludes (I) 4,059,007 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 is not exercisable until on or after March 28, 2017 (and Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock), (II) 197,125 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, (III) 90,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock, and (IV) 10,375 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent that such exercise would result in beneficial ownership by the holder thereof, together with the holders affiliates, and any other persons acting as a group together with the holder or any of the holders affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions (and assuming Intracoastal Warrant 1 was currently exercisable), each of the Reporting Persons may have been deemed to have beneficial ownership of 9,311,445 shares of Common Stock.

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(c)

Number of shares as to which each Reporting Person has:

(1) Sole power to vote or to direct the vote: 0.

(2) Shared power to vote or to direct the vote: 4,954,938.

(3) Sole power to dispose or to direct the disposition of 0.

(4) Shared power to dispose or to direct the disposition of 4,813,179.

 

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: October 3, 2016

 

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Exhibit 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Date: October 3, 2016