Filing Details

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)

June 22, 2018

(Date of Event which Requires Filing of this Statement)

The information required on 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 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).

Item 1.            Security and Issuer.

This statement constitutes Amendment No. 5 to the Schedule 13D (this “Amendment No. 5”) 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, Amendment No. 2, Amendment No. 3 and Amendment No. 4 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.

Item 4.  Purpose of Transaction.

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

On June 22, 2018, certain of the Reporting Persons entered into a warrant amendment agreement with the Issuer (the “Warrant Amendment”) pursuant to which the exercise price of the Warrants was reduced from $0.71 to $0.42 per share.  The foregoing description of the Warrant Amendment is qualified in its entirety by reference to the Warrant Amendment, a copy of which is filed as Exhibit 5.1 hereto.

In connection with the execution of the Warrant Amendment, certain of the Reporting Persons and the Issuer entered into an amendment to that certain subscription agreement, dated as of January 12, 2016 (the “Subscription Agreement Amendment”), to remove the provisions thereof providing certain of the Reporting Persons preemptive rights to participate in future equity issuances by the Issuer. The foregoing description of the Subscription Agreement Amendment is qualified in its entirety by reference to the Subscription Agreement Amendment, a copy of which is filed as Exhibit 5.2 hereto.

Item 7. Material to Be Filed as Exhibits.