As filed with the Securities and Exchange Commission on February 7, 2013

No. 333-                

____________________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

__________________________

IMPRIMIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware		2834		45-0567010
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

437 S. Hwy 101, Suite 209

Solana Beach, CA 92075

(858) 433-2800

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

___________________________

Mark L. Baum

Chief Executive Officer

437 S. Hwy 101, Suite 209

Solana Beach, CA 92075

(858) 433-2800

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

___________________________

Copies to:

Steven G. Rowles, Esq. Jeannette V. Filippone, Esq. Morrison & Foerster LLP 12531 High Bluff Drive, Suite 100 San Diego, California 92130 Tel: (858) 720-5100 Fax: (858) 720-5125	Kevin Friedmann, Esq.
	Marc A. Jones, Esq.
	Richardson & Patel LLP
	405 Lexington Avenue, 49th Floor
	New York, New York 10174
	Tel: (212) 561-5559
	Fax: (917) 591-6898

 __________________________

Approximate date of commencement of proposed sale to the public: As soon as possible after the effective date hereof.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.      .

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  X .     Registration No. 333-182846

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      .

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If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.      .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer       .		Accelerated filer       .
Non-accelerated filer       .  (Do not check if a smaller reporting company)		Smaller reporting company   X .

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered			Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee (1)(2)
Common Stock			$	1,334,004			$	181.96
Total:			$	1,334,004			$	181.96

(1)  Calculated pursuant to Rule 457(o) under the Securities Act of 1933.

(2) Represents only the additional amount of securities being registered. The Registrant previously registered an aggregate of $9,774,996 of its shares on the Registrant’s Registration Statement on Form S-1 (File No. 333-182846) declared effective on February 7, 2013, for which a filing fee was previously paid.

The Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed to increase the dollar amount of securities registered under the registration statement on Form S-1 (Registration No. 333-182846) declared effective on February 7, 2013 (the “Initial Registration Statement”), by $1,334,004 pursuant to Rule 462(b) of the Securities Act of 1933, as amended. In accordance with Rule 462(b), this registration statement incorporates by reference the Initial Registration Statement, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits

Exhibit Number		Description of Exhibit
5.1		Opinion of Morrison & Foerster LLP (filed herewith)
23.1		Consent of Independent Registered Public Accounting Firm, KMJ Corbin & Company LLP (filed herewith)
23.2		Consent of Morrison & Foerster LLP (including in Exhibit 5.1)
24.1		Power of Attorney (previously filed on the signature page to the Registration Statement on Form S-1 (File No. 333-182846) filed with the SEC on July 25, 2012)

________________

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Solana Beach, State of California, on February 7, 2013.

	IMPRIMIS PHARMACEUTICALS, INC.
	By:	/s/ Mark L. Baum
Date: February 7, 2013		Mark L. Baum, Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE			TITLE		DATE
/s/ Mark L. Baum			Chief Executive Officer and Director		February 7, 2013
Mark L. Baum, Esq.			(Principal Executive Officer)
/s/ Andrew R. Boll			Vice President of Accounting and Public Reporting		February 7, 2013
Andrew R. Boll			(Principal Accounting & Financial Officer)
/s/ Jeffrey J. Abrams*			Director		February 7, 2013
Jeffrey J. Abrams, M.D.
/s/ Paul Finnegan*			Director		February 7, 2013
Paul Finnegan, M.D., M.B.A.
/s/ Robert J. Kammer*			Chairman of the Board of Directors		February 7, 2013
Robert J. Kammer, D.D.S.
*By:	/s/ Mark L. Baum
Mark L. Baum
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number		Description of Exhibit
5.1		Opinion of Morrison & Foerster LLP (filed herewith)
23.1		Consent of Independent Registered Public Accounting Firm, KMJ Corbin & Company LLP (filed herewith)
23.2		Consent of Morrison & Foerster LLP (including in Exhibit 5.1)
24.1		Power of Attorney (previously filed on the signature page to the Registration Statement on Form S-1 (File No. 333-182846) filed with the SEC on July 25, 2012)

EXHIBIT 5.1

	12531 HIGH BLUFF DRIVE SAN DIEGO, CALIFORNIA 92130-2040 TELEPHONE: 858.720.5100 FACSIMILE: 858.720.5125 WWW.MOFO.COM	MORRISON & FOERSTER LLP NEW YORK, SAN FRANCISCO, LOS ANGELES, PALO ALTO, SACRAMENTO, SAN DIEGO, DENVER, NORTHERN VIRGINIA, WASHINGTON, D.C. TOKYO, LONDON, BRUSSELS, BEIJING, SHANGHAI, HONG KONG SINGAPORE

February 7, 2013

Imprimis Pharmaceuticals, Inc.

437 South Highway 101, Suite 209

Solana Beach, CA 92075

Re:

Registration Statement on Form S-1

Filed pursuant to Rule 462(b) under the Securities Act of 1933

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1 (the “Registration Statement”) of Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission on February 7, 2013 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of an additional 254,096 shares (the “Additional Shares”) of the Company’s common stock, $0.001 par value per share (which includes shares subject to the underwriters’ over-allotment option).  An aggregate of 1,861,904 shares of the Company’s common stock was registered pursuant to the Company’s Registration Statement on Form S-1 (No. 333-182846), which was declared effective by the Commission on February 7, 2013.  The Additional Shares are to be sold to the underwriters named in the Registration Statement for resale to the public.

 

As counsel to the Company, we have examined the proceedings taken by the Company in connection with the issuance by the Company of the Additional Shares.  We are of the opinion that the Additional Shares to be offered and sold by the Company have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally issued, fully paid and nonassessable.

 

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement and the prospectus included or incorporated by reference therein.

Very truly yours,

/s/ Morrison & Foerster LLP 

Morrison & Foerster LLP 

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated February 23, 2012 (except for the effect of the retrospective application of the reverse stock split as described in Note 3, as to which the date is February 28, 2012) relating to the consolidated financial statements of Imprimis Pharmaceuticals, Inc. (formerly Transdel Pharmaceuticals, Inc.) and subsidiary (the “Company”) as of December 31, 2011 and 2010 and for each of the two years in the period ended December 31, 2011 and for the period from July 24, 1998 (date of inception) through December 31, 2011 (which report expresses an unqualified opinion and includes an explanatory paragraph about the Company’s ability to continue as a going concern) appearing in the Registration Statement (No. 333-182846) on Form S-1 and related Prospectus of the Company dated February 4, 2013, and to the reference to us under the heading “Experts” in the related Prospectus.

/s/ KMJ Corbin & Company LLP

KMJ Corbin & Company LLP

Costa Mesa, California

February 7, 2013