December 05, 2012 at 06:00 AM EST
AcelRx Pharmaceuticals Announces Proposed Public Offering Of Common Stock

REDWOOD CITY, Calif., Dec. 5, 2012 /PRNewswire/ -- AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX), today announced a proposed underwritten public offering of 10,000,000 shares of its common stock pursuant to a registration statement filed with the Securities and Exchange Commission ("SEC").   AcelRx will grant the underwriters a 30-day option to acquire up an additional 1,500,000 shares to cover over-allotments, if any.  All of the shares in the offering are to be sold by AcelRx. The offering is subject to market and other conditions, and there can be no assurance as to the timing and actual size or terms of the offering. 

Jefferies & Company, Inc. and Cowen and Company, LLC are acting as joint book-running managers for the proposed offering, with Canaccord Genuity Inc. acting as co-lead manager.

The offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus relating to the proposed public offering may also be obtained from the offices of Jefferies & Company, Inc., Equity Syndicate Prospectus Department, at 520 Madison Avenue, New York, NY, 10022 (Telephone number (877) 547-6340) or by emailing Prospectus_Department@Jefferies.com, or from the offices of Cowen and Company, LLC c/o Broadridge Financial Services, 1155 Long Island Avenue, Edgewood, NY, 11717, Prospectus Department, (Telephone number (631) 274-2806).

A registration statement relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 is a specialty pharmaceutical company focused on the development and commercialization of innovative therapies for the treatment of acute and breakthrough pain.

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 proposed 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 whether or not AcelRx will be able to raise capital through the sale of shares of common stock, the final terms of the proposed offering, market and other conditions, the satisfaction of customary closing conditions related to the proposed 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 proposed 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 the proposed offering, AcelRx and its business can be found under the heading "Risk Factors" in the prospectus included in AcelRx's Registration Statement on Form S-1, including any documents incorporated by reference therein (File No. 333-185067), initially filed with the SEC on November 20, 2012.  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.

SOURCE AcelRx Pharmaceuticals, Inc.

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