8-K 1 v244337_8k.htm CURRENT REPORT Unassociated Document
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): December 30, 2011
 
Apricus Biosciences, Inc.
(Exact name of registrant as specified in its charter)
     
 
Nevada
0-22245
87-0449967
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
     
11975 El Camino Real, Suite 300, San Diego, California
92130
(Address of principal executive offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code  (858) 222-8041
 
 
 
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
   
o 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
 
 
 

 

Item 1.01.
Entry into a Material Definitive Agreement.

On December 30, 2011, Apricus Biosciences, Inc. (the “Company”) entered into a Controlled Equity Offering Agreement (the “Offering Agreement”) with Ascendiant Capital Markets, LLC (the “Manager”).  Pursuant to the Offering Agreement, the Company may offer and sell shares of its common stock (the “Shares”) having an aggregate offering price of up to $20,000,000, from time to time through the Manager.  The sales, if any, of the Shares under the Offering Agreement will be made in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933 (the “Securities Act”), including sales made directly on the NASDAQ Global Market, on any other existing trading market for the Shares or to or through a market maker.
 
The Shares sold in the offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-165960) previously filed with the Securities and Exchange Commission (the “SEC”), in accordance with the provisions of the Securities Act, as supplemented by a prospectus supplement dated December 30, 2011, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.
 
Item 9.01 
Financial Statements and Exhibits.
 
(d)  Exhibits

     
Exhibit No.
 
Description
1.1
 
Controlled Equity Offering Agreement, dated as of December 30, 2011, by and between the Company and Ascendiant Capital Markets LLC
     
5.1
 
Opinion of Brownstein Hyatt Farber Schreck, LLP

 
 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Apricus Biosciences, Inc.
 
       
 
By:
/s/ Steve Martin
 
   
Name: Steve Martin
 
   
Title: Senior Vice President and Chief Financial Officer
       

Date: December 30, 2011