Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

ARMISTICE CAPITAL, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 9/20/2018

3. Issuer Name and Ticker or Trading Symbol

APRICUS BIOSCIENCES, INC. [APRI]

(Last) (First) (Middle)

510 MADISON AVENUE, 7TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

NEW YORK, NY 10022

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001	4600000	D ⁽¹⁾
Common Stock, par value $.001	4600000	I	See Footnote ⁽²⁾
Common Stock, par value $.001	4600000	I	See Footnote ⁽²⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	3/24/2019 ⁽³⁾	3/25/2024	Common Stock	2677160	⁽⁴⁾	D ⁽¹⁾
Warrants	3/24/2019 ⁽³⁾	3/25/2024	Common Stock	2677160	⁽⁴⁾	I	See Footnote ⁽²⁾
Warrants	3/24/2019 ⁽³⁾	3/25/2024	Common Stock	2677160	⁽⁴⁾	I	See Footnote ⁽²⁾
Warrants	3/24/2019 ⁽³⁾	3/25/2024	Common Stock	3450000	⁽⁵⁾	D ⁽¹⁾
Warrants	3/24/2019 ⁽³⁾	3/25/2024	Common Stock	3450000	⁽⁵⁾	I	See Footnote ⁽²⁾
Warrants	3/24/2019 ⁽³⁾	3/25/2024	Common Stock	3450000	⁽⁵⁾	I	See Footnote ⁽²⁾

Explanation of Responses:
(1)	The reported securities are directly owned by Armistice Capital Master Fund Ltd.
(2)	The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation, and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, as the investment manager of Armistice Capital Master Fund Ltd. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital, LLC and Director of Armistice Capital Master Fund Ltd. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3)	These warrants are currently exercisable, subject to a blocker provision that prevents Armistice Capital Master Fund Ltd. from exercising the warrants if it would be more than a 4.99% beneficial owner of the Common Stock following such exercise (the "Beneficial Ownership Limitation"). Notwithstanding the foregoing, Armistice Capital Master Fund Ltd. may increase the Beneficial Ownership Limitation by providing notice to the Issuer, and such increase will become effective on the 61st day after such notice being delivered to the Issuer; provided, however, that the Beneficial Ownership Limitation may not be increased so as to result in Armistice Capital Master Fund Ltd. becoming more than a 9.99% beneficial owner of the Common Stock following such exercise.
(4)	The exercise price for each warrant is $0.40 per share of Common Stock, subject to adjustment pursuant to the terms of the warrants.
(5)	The exercise price for each warrant is $0.30 per share of Common Stock, subject to adjustment pursuant to the terms of the warrants.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ARMISTICE CAPITAL, LLC 510 MADISON AVENUE 7TH FLOOR NEW YORK, NY 10022		X
Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN, E9 KY1-1104		X
Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY 10022		X

Signatures
Armistice Capital, LLC, By: /s/ Steven Boyd, Managing Member		9/27/2018
^** Signature of Reporting Person		Date
Armistice Capital Master Fund Ltd., By: /s/ Steven Boyd, Director		9/27/2018
^** Signature of Reporting Person		Date
/s/ Steven Boyd		9/27/2018
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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