Item 3.02 Unregistered Sale of Equity Securities.

On June 27, 2012, Apricus Biosciences, Inc. (the "Company") and PediatRx, Inc. ("PediatRx") entered into a termination agreement (the "Termination Agreement"), pursuant to which the parties formally terminated negotiations to enter into a proposed merger transaction. Under the Termination Agreement, the Company committed to issue to PediatRx 373,134 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"). As disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 27, 2012, the Shares constitute a payment by the Company to PediatRx of $1,000,000 worth of the Company's Common Stock. The Shares are being issued by the Company to PediatRx in full satisfaction of the Company's obligation to pay PediatRx $1,000,000 in Common Stock (the "Payment Obligations") in the event that the Company's proposed acquisition of PediatRx was not consummated on or before June 1, 2012. The Payment Obligations also represent additional consideration to be paid by the Company under each of the Asset Purchase Agreement, dated February 21, 2012, by and between the Company and PediatRx and that certain Co-Promotion Agreement, dated February 21, 2012, by and between the Company and PediatRx. The Common Stock will be issued pursuant to an exemption provided by Section 4(2) of the Securities Act of 1933, as amended. Accordingly, the Shares will be subject to resale limitations and may be resold only pursuant to an effective registration statement or an exemption from registration.

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