AcelRx Pharmaceuticals Announces Pricing of Public Offering of Common Stock

REDWOOD CITY, Calif., Nov. 9, 2018 /PRNewswire/ -- AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX) today announced the pricing of its previously announced underwritten public offering of 12,698,412 shares of its common stock, at a public offering price of $3.15 per share. The gross proceeds to AcelRx from this offering, before deducting underwriting discounts and commissions, and other estimated offering expenses payable by AcelRx, are expected to be approximately $40 million. All of the shares in the offering are to be sold by AcelRx. The offering is expected to close on or about November 14, 2018, subject to the satisfaction of customary closing conditions. AcelRx has granted the underwriters a 30-day option to purchase up to an aggregate of 1,904,761 additional shares of common stock at the initial public offering price, less the underwriting discounts and commissions. 

Credit Suisse Securities (USA) LLC, Jefferies LLC, Cantor Fitzgerald & Co. and RBC Capital Markets, LLC are acting as joint book-running managers for the offering.

AcelRx intends to use the net proceeds from the offering, in addition to its existing cash resources, to fund the commercial launch of DSUVIA and for general corporate purposes.

A shelf registration statement on Form S-3 relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (the "SEC") and is effective.  The offering will be made solely by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement relating to the offering has been filed with the SEC and a final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC's web site at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may also be obtained by contacting Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, or by telephone at (800) 221-1037, or by e-mail at newyork.prospectus@credit-suisse.com; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by e-mail at Prospectus_Department@Jefferies.com, or by phone at (877) 821-7388.

This press release does not constitute an offer to sell, a solicitation of an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About AcelRx Pharmaceuticals, Inc.

AcelRx Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for use in medically supervised settings.

Forward-Looking Information is Subject to Risk and Uncertainty

Certain of the statements made in this press release are forward looking, such as those, among others, relating to AcelRx's expectations regarding the completion of the public offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. Factors that may cause such a difference include, without limitation, risks and uncertainties related to market and other conditions, the satisfaction of customary closing conditions related to the public offering and the impact of general economic, industry or political conditions in the United States or internationally. There can be no assurance that AcelRx will be able to complete the public offering on the anticipated terms, or at all. AcelRx will need to raise additional capital to fund its operations and may be unable to raise capital when needed, which would force AcelRx to delay, reduce or eliminate its product development programs or commercialization efforts. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this press release.  Additional risks and uncertainties relating to AcelRx and its business can be found under the heading "Risk Factors" in the preliminary prospectus supplement related to the offering filed with the SEC on November 9, 2018 and the "Risk Factors" incorporated therein by reference to the AcelRx's Quarterly Report on Form 10-Q for quarter ended September 30, 2018, filed with the SEC on November 5, 2018. AcelRx expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

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