UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported): February 11,
2011
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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
(Former
name or former address, if changed since last report.)
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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¨
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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
1.01 Entry into
a Material Definitive Agreement.
On February 11, 2011, Apricus
Biosciences, Inc. (the “Company”)
entered into a license agreement (the “Agreement”)
with Neopharm Group (“Neopharm”),
granting Neopharm the exclusive rights to market and sell Vitaros® (the
Company’s product for the treatment of erectile dysfunction) and, if and when
available, Vitaros’s formulation for the treatment of premature ejaculation
(together, the “Products”),
in Israel and the Palestinian Territories of the Gaza Strip and the West
Bank. Vitaros is approved in Canada for the treatment of erectile
dysfunction.
Under
the terms of the Agreement, in return for granting exclusive licensing rights to
Neopharm, the Company is entitled to receive up to a total of $4.35 million in
up-front, regulatory and sales milestone payments. Over the life of
the Agreement, the Company will receive tiered, double-digit royalties based on
Neopharm’s sales of the Products.
* * *
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.
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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 14, 2011
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