ASP

Acerus Pharmaceuticals Corporation (the “Company” or “Acerus”) (TSX:ASP; OTCQB:ASPCF) today announced that the Company intends to undertake a consolidation of its outstanding common shares on the basis of one (1) post-consolidation share for every two hundred (200) pre-consolidation shares (the “Consolidation”). The Consolidation was previously approved by shareholders of the Company at the annual and special meeting of shareholders of the Company held on June 14, 2021.

Subject to the approval of the Toronto Stock Exchange (“TSX”), the Company currently anticipates that the Consolidation will take effect on April 26, 2022 and the common shares will commence trading on the TSX on a post-consolidation basis beginning at the open of markets on or about April 29, 2022.

It is anticipated that upon completion of the Consolidation, the number of common shares issued and outstanding will be consolidated from approximately 1,537,588,081 to approximately 7,687,940 on a non-diluted basis. The exact number of common shares outstanding after the Consolidation will vary based on the elimination of fractional shares. No fractional shares will be issued in connection with the Consolidation. Rather, all fractions of post-consolidation shares will be rounded down to the nearest whole number.

The Consolidation is expected to affect shareholders uniformly, including holders of outstanding securities convertible or exercisable for common shares on the effective date of the Consolidation, except for minor changes or adjustments resulting from the treatment of fractional shares.

The Company believes that the Consolidation may have the effect of, among other things: increasing the interest of the financial community in the Company and potentially broadening its pool of investors and eligible stock exchanges; improving trading liquidity; and reducing trading commissions and other transaction costs for shareholders.

A letter of transmittal regarding the Consolidation will be mailed to the Company's registered shareholders. All registered shareholders will be required to send their certificate(s) representing pre-consolidation shares, along with a properly executed letter of transmittal, to the Company's registrar and transfer agent, TSX Trust Company, in accordance with the instructions provided in the letter of transmittal. Shareholders who hold their shares through a broker, investment dealer, bank or trust company should contact that nominee or intermediary for their post-consolidation positions. Until surrendered, each share certificate representing pre-consolidation shares will represent the number of whole post-consolidation shares to which the holder is entitled as a result of the Consolidation. A copy of the letter of transmittal will be posted on the Company's issuer profile on SEDAR at www.sedar.com. 

The Company's name and trading symbol will remain unchanged on the TSX as a consequence of the Consolidation, which remains subject to the TSX's final approval.

About Acerus

Acerus Pharmaceuticals Corporation is a specialty pharmaceutical company focused on the commercialization and development of innovative prescription products that improve patient experience, with a primary focus in the field of men’s health. The Company commercializes its products via its own salesforce in the United States and Canada, and through a global network of licensed distributors in other territories.

Acerus’ shares trade on TSX under the symbol ASP and on OTCQB under the symbol ASPCF. For more information, visit www.aceruspharma.com and follow us on Twitter and LinkedIn.

Notice regarding forward-looking statements

Information in this press release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws including the Company’s intent to under the Consolidation. Implicit in this information are assumptions regarding our future operational results and ability to obtain the requisite approvals for the Consolidation. 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 14, 2022 that is available on 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.

Company Contactir@aceruspharma.com

Investor Relations ContactChris WittyAcerus Investor Relations(646) 438-9385cwitty@darrowir.com