Item 1.01. Entry into a Material Definitive Agreement.

On December 7, 2012, Apricus Biosciences, Inc. (the "Company"), entered into an Amendment Agreement ("Amendment") with The Tail Wind Fund Ltd., Solomon Strategic Holdings, Inc., and Tail Wind Advisory & Management Ltd. (collectively, the "Holders"), such Holders being the holders of an aggregate principal amount of $4,000,0000 of its 7% Convertible Notes Due December 31, 2012 (the "Original Notes"). Pursuant to the Amendment, the Company issued to the Holders an aggregate principal amount of $4,000,000 of Amended and Restated 7% Convertible Notes Due December 31, 2014 (the "New Notes"). In addition to extending the maturity date of the Original Notes by two years, the New Notes provide that (i) on April 1, 2014, the Holders have the option to redeem up to an aggregate of $1,500,000 of the New Notes, (ii) the conversion price was changed to equal $2.59, and (iii) the Company's facility in East Windsor, New Jersey, that served as collateral for the Original Notes, will be released upon a sale of the facility. The facility is currently for sale.

Interest accrues on the New Notes at a rate of 7%, and the Company is obligated to pay interest quarterly. Each Holder may elect to convert its New Notes at any time into shares of common stock at the conversion price of $2.59, which is subject to adjustment as provided in the New Notes.

A copy of each of the Amendment Agreement and the Amended and Restated 7% Convertible Notes Due December 31, 2014 will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Creation of a Direct Financial Obligation or an Obligation under Item 2.03. an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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