March 22, 2018
VIA EDGAR
Mr. Jeffrey Gabor
Division of Corporation Finance
Office of Healthcare and Insurance
Securities and Exchange Commission
100 F Street N.E., Mail Stop 4546
Washington, D.C. 20549-1090
Re: Apricus Biosciences, Inc.
Registration Statement on Form S-3
Filed March 1, 2018
File No. 333-223353
Dear Mr. Gabor:
We are in receipt of the Staff’s letter dated March 12, 2018 with respect to the above-referenced Registration Statement (the “Registration Statement”). We are responding to the Staff’s comments on behalf of Apricus Biosciences, Inc. (the “Company”) as set forth below in connection with filing Amendment No. 1 to the Registration Statement (the “Amended Registration Statement”).
The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Registration Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.
Form S-3 Filed March 1, 2018
Incorporation of Certain Information by Reference, page 10
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| 1. | Please revise to incorporate by reference the description of the common stock contained in a registration statement filed under the Exchange Act pursuant to Item 12(a)(3) of Form S-3. |
Response 1: The Company has updated page 10 of the Amended Registration Statement in accordance with the Staff’s comment.
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Any comments or questions regarding the foregoing should be directed to the undersigned at 858‑523-3969. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Cheston J. Larson
Cheston J. Larson
of LATHAM & WATKINS LLP
cc: Erin Jaskot, Securities and Exchange Commission
Richard W. Pascoe, Apricus Biosciences, Inc.
Matthew T. Bush, Latham & Watkins LLP
