AcelRx Pharmaceuticals Announces Exercise of Option to Purchase Additional Shares

REDWOOD CITY, Calif., Dec. 14, 2012 /PRNewswire/ -- AcelRx Pharmaceuticals, Inc. (Nasdaq: ACRX), announced today that the underwriters of its public offering have exercised, in full, their option to purchase an additional 1,875,000 shares of common stock at a public offering price of $3.31 per share. This option to purchase additional shares was granted to the underwriters in connection with AcelRx's previously announced underwritten public offering of 12,500,000 shares of its common stock, which was closed on December 12, 2012. The sale of option shares was closed on December 14, 2012. With the exercise of this option, the total gross proceeds of the public offering increased to approximately $47.6 million with estimated net proceeds to AcelRx of $44.2 million after deducting underwriting discounts and estimated expenses.

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

The shares were sold pursuant to an effective registration statement on Form S-1, as amended, filed with the Securities and Exchange Commission (the "SEC"). This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

A final prospectus relating to the offering was filed with the SEC and is available on the SEC's web site at [ www.sec.gov ]. Copies of the final prospectus 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 [ 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).

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 anticipated proceeds from the sale of the shares in the offering. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. 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 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.

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AcelRx Pharmaceuticals Announces Exercise of Option to Purchase Additional Shares