Item 1. Security and Issuer.
This statement constitutes Amendment No. 6 to the Schedule 13D (this “Amendment No. 6”) 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 Nos. 1 through 5 thereto (as amended, the “Initial Schedule 13D”), on behalf of the Reporting Persons 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 5. Interest in Securities of the Issuer.
Item 5 of the Initial Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 1,152,455 Shares (including 672,455 Shares underlying the Warrants) representing approximately 4.8% of the Issuer's outstanding Shares (based upon (i) the 23,441,449 Shares stated to be outstanding by the Issuer in its Form 10-Q that was filed with the Securities and Exchange Commission on August 9, 2018, and (ii) the 672,455 Shares underlying the Warrants held by Sarissa Offshore).
(b) For purposes of this Schedule 13D:
Sarissa Offshore has sole voting power and sole dispositive power with regard to 1,152,455 Shares (including the 672,455 Shares underlying the Warrants). Sarissa Capital, as the investment advisor to Sarissa Offshore, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,152,455 Shares (including 672,455 Shares underlying the Warrants) held by Sarissa Offshore. By virtue of his position as the Chief Investment Officer of Sarissa Capital and as the managing member of Sarissa Capital’s general partner, Dr. Denner may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the 1,152,455 Shares (including 672,455 Shares underlying the Warrants) held by Sarissa Offshore.
(c) The following sets forth all transactions with respect to the Shares effected during the past sixty (60) days by any of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on September 5, 2018 (all such transactions were sales of Shares effected in the open market): (i) on August 27, 2018, Sarissa Offshore sold an aggregate of 234,414 Shares for $0.30 per Share, (ii) on September 4, 2018, Sarissa Offshore sold an aggregate of 405,000 Shares for $0.31 per Share, and (iii) on September 5, 2018, Sarissa Offshore sold an aggregate of 328,492 Shares for $0.28 per Share.
(e) As a result of the consummation of the transactions disclosed in this Amendment No. 6 (see item 4(c) above), the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares on September 5, 2018.