Exhibit 3.1

USE BLACK INK ONLY. DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Withdrawal of

Certificate of Designation

for Nevada Profit Corporations

(Pursuant to NRS 78.1955(6))

1. Name of corporation:

Apricus Biosciences, Inc.

2. Following is the resolution by the board of directors authorizing the withdrawal of Certificate of Designation establishing the classes or series of stock:

RESOLVED, that the withdrawal of the Certificate of Designation of the corporation’s Series D Junior Participating Cumulative Preferred Stock (originally filed in the office of the Nevada Secretary of State on March 22, 2011), in connection with and upon the effectiveness of that certain Amendment and Termination of Shareholder Rights Agreement, dated as of May 15, 2013, by and between the corporation and Wells Fargo Bank, N.A., is hereby authorized and approved in all respects.

3. No shares of the class or series of stock being withdrawn are outstanding.

4. Signature: (required)

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees. Nevada Secretary of State Withdrawal of Designation Revised: 3-12-09