AcelRx Pharmaceuticals Announces Pricing of Public Offering of Common Stock

 AcelRx Pharmaceuticals Announces Pricing of Public Offering of Common Stock

PR Newswire

REDWOOD CITY, Calif., Dec. 6, 2012

REDWOOD CITY, Calif., Dec. 6, 2012 /PRNewswire/ -- AcelRx Pharmaceuticals,
Inc. (Nasdaq: ACRX), today announced the pricing of its previously announced
underwritten public offering of 12,500,000 shares of its common stock, offered
at a price of $3.31 per share to the public. The gross proceeds to AcelRx
from this offering are expected to be approximately $41.38 million, before
deducting underwriting discounts and commissions, and other estimated offering
expenses payable by AcelRx. All of the shares in the offering are to be sold
by AcelRx. The offering is expected to close on or about December  12, 2012,
subject to the satisfaction of customary closing conditions. AcelRx has
granted the underwriters a 30-day option to purchase up to an aggregate of
1,875,000 additional shares of common stock.

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.

A registration statement on Form S-1 relating to the public offering of the
shares of common stock described above was filed with the Securities and
Exchange Commission and is effective. This offering is being made only by
means of a written prospectus forming part of the effective registration
statement. When available, copies of the final prospectus related to the
offering may 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).

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 Statements
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, timing and size of the public offering and the amount of gross
proceeds to be received. 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 at the anticipated size or 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 (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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