UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 31, 2011
Apricus
Biosciences, Inc.
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(Exact
name of registrant as specified in its
charter)
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Nevada
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0-22245
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87-0449967
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6330 Nancy Ridge Drive, Suite 103, San Diego,
California
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92121
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (858)
222-8041
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13a-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On January 31, 2011, the Compensation
Committee of Board of Directors of Apricus Biosciences, Inc. (the “Company”)
recommended, and the Board of Directors approved, an increase in the base salary
for Bassam Damaj, Ph.D., the Company’s President and Chief Executive Officer to
$450,000. The salary increase was effective as of January 1,
2011. The Board also approved the payment of a bonus award to Dr.
Damaj for fiscal 2010, which bonus award consists of $165,000 cash and 80,000
shares of common stock of the Company. The Board also awarded Dr.
Damaj an option (the “Option”) to
purchase up to 300,000 shares of common stock of the Company. The
exercise price of the Option is equal to the fair market value of the Company’s
common stock on the date of grant (January 31, 2011). The Options
become exercisable over a period of three years, with one-third of the Options
vesting immediately upon the date of grant and the remaining two-thirds vesting
quarterly over the two-year period beginning on the first anniversary of the
date of grant.
For
fiscal 2011, the Board approved a target bonus for Dr. Damaj equal to 50% his
base salary, subject to the satisfactory achievement of corporate
goals. Additionally, the Board approved an amendment to Dr. Damaj’s
employment agreement to: (i) eliminate the special bonus that Dr. Damaj was to
receive based on increases in revenues from the Company’s Bio-Quant subsidiary,
and (ii) providing Dr. Damaj and his immediate family with continued health
coverage under COBRA for a period of up to 12 months from his termination of
service with the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Apricus
Biosciences, Inc.
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By:
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/s/ Mark Westgate
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Name:
Mark Westgate
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Title:
Vice President and Chief Financial
Officer
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Date:
February 1, 2011
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