ASP Acerus Pharmaceuticals Corporation

Acerus Pharmaceuticals Corporation (the “Company” or “Acerus”) (TSX:ASP; OTCQB:ASPCF) today announced that it has entered into a US$15 million subordinated secured loan facility (the “Loan Facility”), which will be made available to the Company by way of one or more advances under a secured grid promissory note with First Generation Capital Inc. (“First Generation”), a company affiliated with the Chairman of the Board of Directors of Acerus.1

The Loan Facility is subordinated to the existing facility with SWK Funding LLC (“SWK”) and bears interest at a rate of eight percent (8%) per annum. Subject to the terms of the subordination and intercreditor agreement between First Generation and SWK, the Loan Facility is repayable in full on December 31, 2024, with cash payments of interest and/or principal subject to certain exceptions related to the Company’s market capitalization and the outstanding principal amount of the senior facility with SWK; the Loan Facility can be prepaid in full or in part without penalty following repayment in full of indebtedness owed to SWK. The proceeds from the Loan Facility will be used for ongoing general working capital. A copy of the secured grid promissory note covering the Loan Facility will be filed under the Company’s profile on SEDAR at www.sedar.com.

“We have an ambitious goal of rapidly commercializing NATESTO® in the United States and, as such, need to ensure we have the capital in place to execute on the opportunity at hand. By working with First Generation to establish this Loan Facility, we can focus on leveraging our operations and continuing to implement a successful growth strategy,” said Ed Gudaitis, President and Chief Executive Officer of Acerus. “This financing, combined with our ongoing expansion plans and sales force development efforts, set the stage for success in 2021 and beyond.”

In light of First Generation’s relationship to the Chairman of the Board of Directors of Acerus, the independent members of the Board of Directors, led by the Lead Independent Director, separately met to consider and discuss the Loan Facility. Following the review of such independent members of the Board of Directors, it was unanimously determined that entering into the Loan Facility was in the best interests of Acerus.

About Acerus

Acerus Pharmaceuticals Corporation is a Canadian-based 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. 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, including with respect to the use of proceeds of the Loan Facility, the anticipated benefits of the Loan Facility and the Company’s ability to meet its obligations under the Loan Facility, 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 10, 2021 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.

(1) A material change report was not filed at least 21 days prior to the closing of the Loan Facility from First Generation as the terms and conditions of such arrangements were not yet finalized at such time.

Company Contactir@aceruspharma.com

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