APRI Apricus Biosciences, Inc.

Apricus Biosciences, Inc. (Nasdaq: APRI) has today convened and adjourned its special meeting of stockholders in order to obtain specific stockholder approvals required pursuant to the terms of its merger agreement with Seelos Therapeutics, Inc. and the related securities purchase agreement with selected investors. 

The Company announced that it needs additional time to solicit  stockholder votes in order to obtain affirmative votes from a majority of the voting power of the Company’s outstanding common stock, which is required for certain proposals at the meeting:  the reverse stock split (Proposal 2), which must be approved by a majority of the outstanding shares in order for the merger to close, and the name change to Seelos Therapeutics, Inc. (Proposal 3).  The Company announced that over 90% of the votes cast to date have been in favor of the merger with Seelos (Proposal 1) and over 80% of the votes cast to date have been in favor of each other proposal.

The special meeting was adjourned until 8:00 a.m., Pacific Time, on January 4, 2019 at Latham & Watkins LLP, located at 12670 High Bluff Drive, San Diego, California 92130, its original location. The record date for the special meeting remains October 22, 2018. Stockholders who have previously sent in proxy cards or given instructions to brokers do not need to re-cast their votes unless they want to change their vote. 

“While we are pleased that our responding stockholders to date have indicated their support of the merger with Seelos by an overwhelming majority, the merger cannot be completed unless the reverse stock split is approved by a majority of the outstanding shares,” stated Richard W. Pascoe, Chief Executive Officer. “Voting in favor of Proposal 1 and against Proposal 2 is in effect a no vote for the merger.  Therefore, I urge any stockholder who has not voted to do so, or who voted against Proposal 2 to reconsider and vote in favor of the proposal.”

If you have questions, need help voting your shares, or want to change your vote in favor of Proposal 2, please call the Company’s proxy solicitation firm, Morrow Sodali LLC at 1-877-787-9239.

About the Proposed Merger

Under the terms of the merger agreement, the holders of Seelos’ outstanding capital stock immediately prior to the merger will receive shares of common stock of Apricus upon closing of the merger. On a pro forma and fully-diluted basis, Seelos stockholders are expected to own approximately 85% of the merged company and current Apricus stockholders are expected to own approximately 15% of the merged company, subject to customary adjustments of net cash upon closing.

Upon closing, current Apricus stockholders will receive one Contingent Value Right (CVR) per share of Apricus common stock owned. The CVR is comprised of the following payments:

• CVR holders will be entitled to receive 90% of any cash payments (or the fair market value of any non-cash payments) exceeding $500,000 received, during a period of ten years from the closing of the merger, based on the sale or out-licensing of the Vitaros assets, including any milestone payments, less reasonable transaction expenses, as fully described in the CVR Agreement that will be entered into among Apricus, Seelos and the Rights Agent.

In order to be eligible for the CVR, an Apricus stockholder must be a holder of record at the close of business immediately prior to the closing of the merger between Apricus and Seelos.

The proposed merger has been unanimously approved by the board of directors of each company and is expected to close in January 2019, subject to approval of the transaction by the stockholders of both companies, and other customary closing conditions.

Canaccord Genuity LLC is acting as exclusive financial advisor and Latham & Watkins LLP is acting as legal advisor to Apricus. Paul Hastings LLP is acting as legal advisor to Seelos.

About Seelos Therapeutics, Inc.

Seelos Therapeutics, Inc. is a clinical-stage biopharmaceutical company focused on the development and advancement of novel therapeutics to address unmet medical needs for the benefit of patients with central nervous system disorders. The Company’s robust portfolio includes several late-stage clinical assets targeting psychiatric and movement disorders, including orphan diseases. Seelos is based in New York. For more information, please visit our website: www.SeelosTx.com, the content of which is not incorporated herein by reference.

About Apricus Biosciences Inc.

Apricus Biosciences, Inc. (APRI) is a biopharmaceutical company seeking to advance innovative medicines in urology and rheumatology.  For more information, please visit our website: www.apricusbio.com, the content of which is not incorporated herein by reference.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. For example, we are using forward-looking statements when we discuss the structure, timing and completion of the proposed merger; the combined company’s listing on Nasdaq after closing of the proposed merger; the possibility that any out-licensing of Vitaros assets will occur and that the conditions to payment  under the CVRs will be met; expectations regarding ownership structure of the combined company; the future operations of the combined company and its ability to successfully initiate and complete clinical trials and achieve regulatory milestones and related timing; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; and that the product candidates have the potential to address critical unmet needs of patients with serious diseases and conditions. Apricus and Seelos may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Because such statements deal with future events and are based on Apricus’ current expectations, they are subject to various risks and uncertainties and actual results, performance or achievements of Apricus could differ materially from those described in or implied by the statements in this press release, including: the risk that the conditions to the closing of the transaction are not satisfied, including the failure to timely or at all obtain stockholder approval for the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each of Apricus and Seelos to consummate the transaction; risks related to Apricus ability to correctly manage its operating expenses and its expenses associated with the transaction pending closing; risks related to the market price of Apricus’ common stock relative to the exchange ratio; unexpected costs, charges or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed merger transaction; the uncertainties associated with the clinical development and regulatory approval of product candidates such as SLS-002, SLS-006, SLS-008, SLS-010 and SLS-012, including potential delays in the commencement, enrollment and completion of clinical trials; the potential that earlier clinical trials and studies of Seelos’ product candidates may not be predictive of future results; and the requirement for additional capital to continue to advance these product candidates, which may not be available on favorable terms or at all. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the those risks discussed under the heading “Risk Factors” in Apricus’ annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2018, and in any subsequent filings with the SEC. Except as otherwise required by law, Apricus disclaims any intention or obligation to update or revise any forward-looking statements, which speak only as of the date hereof, whether as a result of new information, future events or circumstances or otherwise.

Additional Information and Where to Find It

This communication relates to a proposed business combination between Apricus and Seelos. In connection with this proposed business combination, on November 20, 2018, Apricus filed a registration statement on Form S-4 with the SEC that contains a joint proxy statement/prospectus and other relevant documents concerning the proposed business combination. The registration statement on Form S-4 was declared effective by the SEC on November 20, 2018. Apricus mailed the joint proxy statement/prospectus to its stockholders beginning on or around November 20, 2018. INVESTORS AND SECURITY HOLDERS OF APRICUS AND SEELOS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents (when available) that Apricus files with the SEC at the SEC’s website at www.sec.gov. In addition, these documents may be obtained from Apricus free of charge by directing a request to ir@apricusbio.com.

Participants in the Solicitation

Apricus and Seelos, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about Apricus’ directors and executive officers is included in Apricus’ Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 1, 2018, and the definitive proxy statement for Apricus’ 2018 annual meeting of stockholders, filed with the SEC on April 6, 2018.  Additional information regarding these persons and their interests in the transaction are included in the proxy statement relating to the merger filed with the SEC on November 20, 2018. These documents can be obtained free of charge from the sources indicated above.

CONTACT:     Richard Pascoerpascoe@apricusbio.com(858) 222-8041