Sec Form 13D Filing - Sarissa Capital Management LP filing for SEELOS THERAPEUTICS INC PA (SEEL) - 2018-09-05

UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note:   Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s 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 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).

 

SCHEDULE 13D

SCHEDULE 13D

 

SCHEDULE 13D

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.

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  September 5, 2018

/s/Alexander J. Denner                                  
 Alexander J. Denner