Apricus Biosciences, Inc.
11975 El Camino Real, Suite 300
San Diego, California 92130
November 7, 2013
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Bryan Pitko
| Re: | Apricus Biosciences, Inc. |
Registration Statement on Form S-3 (File No. 333-191679)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Apricus Biosciences, Inc. (the “Company”) hereby requests that its Registration Statement on Form S-3 (File No. 333-191679) (the “Registration Statement”), be declared effective at 4:00 p.m., Washington, D.C. time, on November 8, 2013, or as soon thereafter as practicable.
In connection with the acceleration of the declaration of effectiveness of the Registration Statement, the Company hereby acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
| • | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
| • | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature page follows]
| Very truly yours, | ||
| APRICUS BIOSCIENCES, INC. | ||
| By: | /s/ Steve Martin | |
| Steve Martin | ||
| Senior Vice President, Chief Financial Officer & Secretary | ||
Signature Page to Acceleration Request
