Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
Forward Looking Statements.
The Company cautions you that statements included in this Current Report on Form
8-K
that are not a description of historical facts are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as may, will, should, , or expect, plan,
anticipate, could, intend, target, project, contemplates, believes, estimates, predicts, potential or continue or the
negatives of these terms or other similar expressions. These statements are based on the Companys current beliefs and expectations. These forward-looking statements include the completion of the sale of the Companys securities and the
amount and use of the expected net proceeds therefrom, and the potential completion of the proposed merger. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved.
Actual results may differ from those set forth in this report due to the risk and uncertainties inherent in the Companys business, including, without limitation: the satisfaction of customary closing conditions related to the sale of the
Companys securities, the risk that the conditions to the closing of the proposed merger are not satisfied, including the failure to timely or at all obtain shareholder approval for the transaction; uncertainties as to the timing of the
consummation of the merger and the ability of each of the Company and Seelos to consummate the proposed merger and other risks detailed in the periodic reports the Company files with the Securities and Exchange Commission. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking
statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Additional Information and Where to Find It
This communication relates to a proposed business combination between Apricus and Seelos. In connection with this proposed
business combination, on November 20, 2018, Apricus filed a registration statement on Form
S-4
with the SEC that contains a joint proxy statement/prospectus and other relevant documents concerning the
proposed business combination. The registration statement on Form
S-4
was declared effective by the SEC on November 20, 2018. Apricus mailed the joint proxy statement/prospectus to its stockholders
beginning on or around November 20, 2018. INVESTORS AND SECURITY HOLDERS OF APRICUS AND SEELOS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents (when available) that Apricus files with the SEC at the
SECs website at www.sec.gov. In addition, these documents may be obtained from Apricus free of charge by directing a request to ir@apricusbio.com.
Participants in the Solicitation
The Company and Seelos, and each of their respective directors and executive officers and certain of their other members of
management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about the Companys directors and executive officers is included in the Companys Annual Report
on Form
10-K
for the year ended December 31, 2017, filed with the SEC on March 1, 2018, and the definitive proxy statement for the Companys 2018 annual meeting of shareholders, filed with the
SEC on April 6, 2018. Additional information regarding these persons and their interests in the transaction are included in the proxy statement/prospectus relating to the merger referred to above. These documents can be obtained free of charge
from the sources indicated above.
* * *
3