AcelRx Pharmaceuticals Announces Proposed Public Offering Of Common Stock

  AcelRx Pharmaceuticals Announces Proposed Public Offering Of Common Stock

PR Newswire

REDWOOD CITY, Calif., Dec. 5, 2012

REDWOOD CITY, Calif., Dec. 5, 2012 /PRNewswire/ --AcelRx Pharmaceuticals,
Inc. (Nasdaq: ACRX), today announced a proposed underwritten public
offeringof 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, 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

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.

Contact: Jim Welch, Chief Financial Officer, +1-650-216-3511,
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