ASP Acerus Pharmaceuticals Corporation

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Acerus Pharmaceuticals Corporation (the “Company”) (TSX:ASP) is pleased to announce that it has entered into a revised agreement with Mackie Research Capital Corporation (the “Underwriter”), to increase the size of the previously announced bought deal short form prospectus offering (the "Offering") to $5,750,010 of units ("Units") of the Company, at a price of $0.30 per Unit (the "Offering Price").

Each Unit will be comprised of one common share (a "Common Share") of the Company and one Common Share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant shall entitle the holder thereof to purchase one additional Common Share of the Company at an exercise price of $0.40 at any time up to 24 months following closing of the Offering (the “Closing”).

The Company has granted the Underwriter an over-allotment option (the “Underwriter’s Option”)  to purchase up to an additional 15% of the total number of Units to be issued under the Offering, at any time up to 30 days after Closing.

The Units will be offered by way of a short form prospectus in all of the provinces of Canada, other than Quebec, pursuant to National Instrument 44-101 – Short Form Prospectus Distributions and may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law.

The Corporation intends to use the net proceeds from the Offering, including net proceeds received from the exercise of the Over-Allotment Option, if any, (i) to pay approximately US$1.75 million to Matter Pharma AG in connection with its agreement with Mattern Pharma AG to buy out the Corporation’s obligations under the amended and restated intellectual property rights and product development agreement dated December 21, 2013, as amended, (ii) to pay a portion of the remaining amount due under the promissory note payable to an affiliate of Endo International plc, unless a waiver is obtained, and (iii) for general corporate purposes, including working capital to support ongoing and new commercial and R&D activities.

The Closing of the Offering is expected to occur on or about the week of June 25, 2018 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About Acerus Pharmaceuticals Corporation

Acerus Pharmaceuticals Corporation is a Canadian-based specialty pharmaceutical company focused on the development, manufacture, marketing and distribution of innovative, branded products that improve patient experience, with a primary focus in the field of men’s and women’s health. The Company commercializes its products via its own salesforce in Canada, and through a global network of licensed distributors in the U.S. and other territories.

Forward-Looking Information

Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information are assumptions regarding our future operational results. These assumptions, although considered reasonable by the company at the time of preparation, may prove to be incorrect. Readers are cautioned that actual performance of the company is subject to a number of risks and uncertainties, and could differ materially from what is currently expected as set out above. For more exhaustive information on these risks and uncertainties you should refer to our annual information form dated March 20, 2018 that is available at www.sedar.com. Forward-looking information contained in this press release is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Contact Information

Edward Gudaitis President and CEOegudaitis@aceruspharma.com(289) 242-9105