UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
APRICUS BIOSCIENCES, INC. |
(Name of Issuer)
COMMON STOCK |
(Title of Class of Securities)
652903 10 5 |
(CUSIP Number)
November 20, 2014 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(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 disclosures provided in a prior cover page.
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 (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).
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 2 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aspire Capital Fund, LLC 27-1406279 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 3 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Aspire Capital Partners, LLC 27-1406238 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 4 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SGM Holdings Corp. 36-4303462 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 5 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Red Cedar Capital Corp. 20-1313891 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 6 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chrisko Investors, Inc. 27-5414284 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
CO |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 7 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven G. Martin | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 8 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Erik J. Brown | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 9 of 14 Pages |
1 | NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Christos Komissopoulos | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x | |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
2,296,500 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
2,296,500 | |||||
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,296,500 | |||||
10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.26% | |||||
12 |
TYPE OF REPORTING PERSON
IN |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 10 of 14 Pages |
Item 1(a) | Name of Issuer: |
Apricus Biosciences, Inc. (Issuer)
Item 1(b) | Address of Issuers Principal Executive Offices: |
11975 El Camino Real, Suite 300
San Diego, CA 92130
Item 2(a) | Name of Person Filing: |
Aspire Capital Fund, LLC (Aspire Fund)
Aspire Capital Partners, LLC (Aspire Partners)
SGM Holdings Corp. (SGM)
Red Cedar Capital Corp. (Red Cedar)
Chrisko Investors, Inc. (Chrisko)
Steven G. Martin (Mr. Martin)
Erik J. Brown (Mr. Brown)
Christos Komissopoulos (Mr. Komissopoulos)
Item 2(b) | Address of Principal Business Office or, If None, Residence; Citizenship |
The address of the principal business office of each of Aspire Fund, Aspire Partners, SGM, Red Cedar, Chrisko, Mr. Martin, Mr. Brown and Mr. Komissopoulos is:
155 N. Wacker Drive, Suite 1600 Chicago, Illinois 60606
Item 2(c) | Citizenship |
Aspire Fund Illinois
Aspire Partners Illinois
SGM Illinois
Red Cedar Illinois
Chrisko Illinois
Mr. Martin United States
Mr. Brown United States
Mr. Komissopoulos United States
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 11 of 14 Pages |
Item 2(d) | Title of Class of Securities: |
Common Stock, par value $.001 per share
Item 2(e) | CUSIP Number: |
653903 10 5
Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): |
Not applicable.
Item 4. | Ownership |
Reporting person |
Amount beneficially owned: |
Percent of class: | Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
Aspire Capital Fund, LLC |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 | |||||||||||||||||
Aspire Capital Partners, LLC |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 | |||||||||||||||||
SGM Holdings Corp. |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 | |||||||||||||||||
Red Cedar Capital Corp. |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 | |||||||||||||||||
Chrisko Investors, Inc. |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 | |||||||||||||||||
Steven G. Martin |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 | |||||||||||||||||
Erik J. Brown |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 | |||||||||||||||||
Christos Komissopoulos |
2,296,500 | 5.26 | % | 0 | 2,296,500 | 0 | 2,296,500 |
Aspire Fund may be deemed the beneficial owner of 2,296,500 shares of common stock of the Issuer (Shares).
Aspire Partners is the Managing Member of Aspire Fund. SGM is the Managing Member of Aspire Partners. Mr. Martin the president and sole shareholder of SGM, as well as a principal of Aspire Partners. Mr. Brown is the president and sole shareholder of Red Cedar, which is a principal of Aspire Partners. Mr. Komissopoulos is president and sole shareholder of Chrisko, which is a principal of Aspire Partners.
Pursuant to Section 13(d) of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, Mr. Martin, Mr. Brown, and Mr. Komissopoulos may be deemed to be a beneficial owner of the Shares held by Aspire Fund.
Pursuant to Rule 13d-4 of the Act, each of Aspire Partners, SGM, Red Cedar, Chrisko, Mr. Martin, Mr. Brown, and Mr. Komissopoulos disclaims beneficial ownership of the Shares held by Aspire Fund.
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 12 of 14 Pages |
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 Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
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. | Certifications |
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.
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 13 of 14 Pages |
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.
Dated: November 20, 2014
ASPIRE CAPITAL FUND, LLC BY: ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. |
ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. | |||||||
By: | /s/ Steven G. Martin |
By: | /s/ Steven G. Martin | |||||
Name: | Steven G. Martin | Name: | Steven G. Martin | |||||
Title: | President | Title: | President | |||||
SGM HOLDINGS CORP. | RED CEDAR CAPITAL CORP. | |||||||
By: | /s/ Steven G. Martin |
By: | /s/ Erik J. Brown | |||||
Name: | Steven G. Martin | Name: | Erik J. Brown | |||||
Title: | President | Title: | President | |||||
CHRISKO INVESTORS, INC. | STEVEN G. MARTIN | |||||||
By: | /s/ Christos Komissopoulos |
/s/ Steven G. Martin | ||||||
Name: | Christos Komissopoulos | |||||||
Title: | President | |||||||
ERIK J. BROWN | CHRISTOS KOMISSOPOULOS | |||||||
/s/ Erik J. Brown |
/s/ Christos Komissopoulos |
CUSIP No. 652903 10 5 | SCHEDULE 13G | Page 14 of 14 Pages |
LIST OF EXHIBITS
Exhibit No. |
Description | |
99.1 | Joint Filing Agreement. | |
99.2 | Power of Attorney |
EXHIBIT 99.1
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such Schedule 13G with respect to the common stock of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G.
Dated: November 20, 2014
ASPIRE CAPITAL FUND, LLC BY: ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. |
ASPIRE CAPITAL PARTNERS, LLC BY: SGM HOLDINGS CORP. | |||||||
By: | /s/ Steven G. Martin |
By: | /s/ Steven G. Martin | |||||
Name: | Steven G. Martin | Name: | Steven G. Martin | |||||
Title: | President | Title: | President | |||||
SGM HOLDINGS CORP. | RED CEDAR CAPITAL CORP. | |||||||
By: | /s/ Steven G. Martin |
By: | /s/ Erik J. Brown | |||||
Name: | Steven G. Martin | Name: | Erik J. Brown | |||||
Title: | President | Title: | President | |||||
CHRISKO INVESTORS, INC. | STEVEN G. MARTIN | |||||||
By: | /s/ Christos Komissopoulos |
/s/ Steven G. Martin | ||||||
Name: | Christos Komissopoulos | |||||||
Title: | President | |||||||
ERIK J. BROWN | CHRISTOS KOMISSOPOULOS | |||||||
/s/ Erik J. Brown |
/s/ Christos Komissopoulos |
EXHIBIT 99.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Martin Dunn, Scott Lesmes, and Rose A. Zukin, signing singly, the undersigneds true and lawful attorney-in-fact to:
(1) | execute for and on behalf of the undersigned statements on Schedule 13D or Schedule 13G, and Forms ID, 3,4 and 5, in accordance with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder; |
(2) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such statement on Schedule 13D or Schedule 13G, or Form ID, 3, 4 or 5, including any electronic filing thereof, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and |
(3) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigneds responsibilities to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file statements on Schedule 13D or Schedule 13G, or Form ID, 3, 4 and 5, with respect to the undersigneds holdings of and transactions in securities issued by Apricus Biosciences, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 20, 2014.
Aspire Capital Fund LLC |
By: Aspire Capital Partners, LLC |
By: SGM Holdings Corp. |
/s/ Steven G. Martin |
Name: Steven G. Martin |
Title: President |