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APRI > SEC Filings for APRI > Form 8-K on 15-May-2013All Recent SEC Filings

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Other Events

Item 8.01. Other Events.

On May 14, 2013, the Board of Directors of Apricus Biosciences, Inc. (the "Company") voted to terminate the Company's Shareholder Rights Agreement (i.e., its "poison pill"), dated as of March 22, 2011, by and between the Company and Wells Fargo Bank, N.A., as rights agent (the "Rights Agreement"). As a result of this decision, the Board approved an amendment to the Rights Agreement (the "Amendment") that will have the effect of terminating the poison pill.

The Amendment has been sent to Wells Fargo, the Company's transfer agent for signature. The Amendment, when fully executed, will change the definition of "Final Expiration Date" in the Rights Agreement such that the rights to purchase Series D Junior Participating Cumulative Preferred Stock issued pursuant to the Rights Agreement will expire and no longer remain outstanding as of 5:00 p.m. New York time on the date of execution.

Upon the expiration of these purchase rights, the Rights Agreement will expire and no longer be of any force or effect. The Company expects that the Amendment will be fully executed, and the Rights Agreement will terminate, on or before May 17, 2013. The text of the Amendment will be filed as an exhibit to a Current Report on Form 8-K following full execution of the Amendment.

The Rights Agreement is described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2011, and such description is incorporated herein by reference.

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