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Nevada
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87-0449967
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Title of securities to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share
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Proposed
maximum
aggregate
offering
price
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Amount of
registration
fee
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Common stock, $0.001 par value (2)
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423,241 shares
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$1.28 (3)
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$541,749
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$62.79
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(1)
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In addition, pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above named plan or agreement by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our common stock.
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(2)
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Represents 423,241 additional shares of our common stock that became available for issuance on January 4, 2017 under the Apricus Biosciences, Inc. 2012 Stock Long Term Incentive Plan (the “2012 Plan”), pursuant to the evergreen provision of the 2012 Plan.
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(3)
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The proposed maximum offering price per share has been estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of the common stock as reported on the Nasdaq Stock Market on December 30, 2016, because the price at which the awards to be granted in the future may be exercised is not currently determinable.
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Item 3.
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Incorporation of Documents by Reference.
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(a)
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 filed with the SEC on March 9, 2016;
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(b)
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 filed with the SEC on May 9, 2016, August 4, 2016 and November 8, 2016 respectively;
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(b)
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Our Current Reports on Form 8-K and 8-K/A filed with the SEC on January 13, 2016, March 7, 2016, March 17, 2016, March 28, 2016, April 6, 2016, April 15, 2016, April 28, 2016, May 13, 2016, May 20, 2016, June 3, 2016, July 6, 2016, July 25, 2016, September 26, 2016 (solely with respect to the information filed under Items 1.01, 3.02 and 9.01), September 28, 2016, October 25, 2016, November 18, 2016, November 22, 2016, December 1, 2016 and December 23, 2016; and
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(c)
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The description of our common stock set forth in our registration statement on Form S-1 (File No. 333-169132) filed with the SEC on August 31, 2010, including any subsequently filed amendments and reports updating such description.
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Item 4.
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Description of Securities.
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Item 5.
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Interests of Named Experts and Counsel.
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Item 6.
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Indemnification.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Item 9.
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Undertakings.
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Apricus Biosciences, Inc.
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By:
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/s/ Richard W. Pascoe
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Richard W. Pascoe
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Chief Executive Officer & Secretary
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Signature
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Title
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Date
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/s/ Richard W. Pascoe
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Richard W. Pascoe
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Chief Executive Officer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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January 4, 2017
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/s/ Kleanthis G. Xanthopoulos, Ph.D.
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Kleanthis G. Xanthopoulos, Ph.D.
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Chairman of the Board of Directors
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January 4, 2017
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/s/ Rusty Ray
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Rusty Ray
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Director
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January 4, 2017
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/s/ Paul V. Maier
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Paul V. Maier
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Director
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January 4, 2017
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/s/ Wendell Wierenga, Ph.D.
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Wendell Wierenga, Ph.D.
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Director
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January 4, 2017
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/s/ Sandford D. Smith
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Sandford D. Smith
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Director
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January 4, 2017
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Exhibit
Number
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Description
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5.1
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Opinion of Brownstein Hyatt Farber Schreck, LLP with respect to the legality of the shares being registered
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10.1
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Apricus Biosciences, Inc. 2012 Stock Long Term Incentive Plan (incorporated by reference to Exhibit A of the registrant's Definitive Proxy Statement, filed on April 6, 2012)
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10.2
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Form of Stock Option Grant Notice and Stock Option Agreement under the Apricus Biosciences, Inc. 2012 Stock Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the registrant's Form 10-Q filed on August 11, 2014)
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10.3
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Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Apricus Biosciences, Inc. 2012 Stock Long Term Incentive Plan (incorporated by reference to Exhibit 10.6 to the registrant's Form 10-Q filed on May 9, 2016)
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23.1
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Consent of BDO USA, LLP, independent registered accounting firm
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23.2
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Consent of PricewaterhouseCoopers LLP, independent registered accounting firm
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24.0
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Consent of Brownstein Hyatt Farber Schreck, LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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