Exhibit 99.1
Designated Filer: | Alexander Denner |
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Issuer & Ticker Symbol: | Apricus Biosciences, Inc. [APRI] |
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Date of Event Requiring Statement: | January 12, 2016 |
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Explanation of Responses:
(1) On January 12, 2016 Sarissa Domestic Fund LP (“Sarissa Domestic”) and Sarissa Capital Offshore Master Fund LP (“Sarissa Offshore” and, together with Sarissa Domestic, the “Sarissa Funds”) entered into a subscription agreement (the “Subscription Agreement”) pursuant to which, on January 13, 2016, among other things, (i) Sarissa Domestic directly acquired 821,336 shares of common stock (the “Common Stock”) of Apricus Biosciences, Inc. (the “Issuer”), and (ii) Sarissa Offshore directly acquired 485,483 shares of Common Stock. Of the shares of Common Stock reported as beneficially owned herein, (i) Sarissa Domestic directly beneficially owns 4,781,720 of such shares of Common Stock, and (ii) Sarissa Offshore directly beneficially owns 3,049,604 of such shares of Common Stock. Sarissa Capital Management LP (“Sarissa Capital”) is the investment advisor to the Sarissa Funds. Alexander Denner, Ph.D. is the Chief Investment Officer of Sarissa Capital. By virtue of the foregoing, each of Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”)) the shares of Common Stock that the Sarissa Funds directly beneficially own. Each of Sarissa Capital and Dr. Denner disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
(2) The purchase price per share of Common Stock and related Warrant paid by the Sarissa Funds pursuant to the Subscription Agreement was $0.88.
(3) Pursuant to the Subscription Agreement, on January 13, 2016, among other things, (i) Sarissa Domestic acquired a Warrant to purchase 410,668 shares of Common Stock, and (ii) Sarissa Offshore acquired a Warrant to purchase 242,741 shares of Common Stock. Of the shares of Common Stock subject to Warrants that are reported as beneficially owned herein, (i) Sarissa Domestic directly beneficially owns Warrants to purchase 2,078,203 shares of such Common Stock, and (ii) Sarissa Offshore directly beneficially owns Warrants to purchase 1,322,458 shares of Common Stock. By virtue of the relationship of Sarissa Capital and Dr. Denner to the Sarissa Funds (as described above), each of Sarissa Capital and Dr. Denner may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 of the Act) the Warrants that the Sarissa Funds directly beneficially own. Each of Sarissa Capital and Dr. Denner disclaims beneficial ownership of such Warrants except to the extent of their pecuniary interest therein.
