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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 18, 2006
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A.P. Pharma, Inc.
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(Exact name of registrant as specified in its charter)
000-16109
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(Commission File Number)
Delaware 94-2875566
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
123 Saginaw Drive
Redwood City, CA 94063
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(Address of principal executive offices, with zip code)
(650) 366-2626
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On January 18, 2006, A.P. Pharma, Inc. (the "Company")
announced that based on the Company's recording of the gain on
the sale of its royalty rights, the Company believes it has
regained compliance for continued listing on the NASDAQ National
Market by satisfying the NASDAQ's minimum stockholders' equity
requirement of the NASDAQ National Marketplace Rule 4450(a)(3).
NASDAQ will continue to monitor the Company's ongoing compliance
with the stockholders' equity requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Press Release dated January 18, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
A.P. PHARMA, INC.
Date: January 18, 2006 By: /S/ Michael O'Connell
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Michael O'Connell
President and Chief
Executive Officer
EXHIBIT INDEX
99.1 Press Release dated January 18, 2006
Exhibit 99.1
A.P. Pharma logo
News Release
A.P. PHARMA REGAINS COMPLIANCE WITH NASDAQ NATIONAL MARKET
LISTING REQUIREMENTS
NASDAQ Believes Company in Compliance Based on Royalty
Interest Sale
REDWOOD CITY, Calif. (January 18, 2006) - A.P. Pharma, Inc.
(NASDAQ NM: APPA), a specialty pharmaceutical company,
announces that based on the Company's recording of the gain
on the sale of the royalty rights announced today, A.P.
Pharma believes it has regained compliance for continued
listing on the NASDAQ National Market by satisfying the
NASDAQ's minimum stockholders' equity requirement of the
NASDAQ National Marketplace Rule 4450(a)(3). NASDAQ will
continue to monitor the Company's ongoing compliance with
the stockholders' equity requirement.
As background, A.P. Pharma reported on November 16, 2005
that the Company was advised by the NASDAQ Listing
Qualifications Department that NASDAQ was reviewing the
Company's eligibility for continued listing on the NASDAQ
National Market as the Company did not comply with the
NASDAQ's minimum $10 million stockholders' equity
requirement set forth in Marketplace Rule 4450(a)(3) as of
September 30, 2005.
As NASDAQ requested, the Company submitted a specific plan
to achieve and sustain compliance with all NASDAQ National
Market Listing Requirements, including the minimum
shareholders' equity standard.
NASDAQ acknowledged that the Company had provided a
definitive plan evidencing its ability to achieve and
sustain compliance with Rule 4450(a)(3) subject to the
Company completing the transaction for the sale of the
royalties, which was announced today, January 18.
About A.P. Pharma
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A.P. Pharma is a specialty pharmaceutical company focused on
the development of ethical (prescription) pharmaceuticals
utilizing its proprietary polymer-based drug delivery
systems. The Company's primary focus is the development and
commercialization of its bioerodible injectable and
implantable systems under the trade name Biochronomer.
Initial target areas of application for the Company's drug
delivery technology include anti-nausea, pain management,
inflammation and DNA/RNAI applications. For further
information, visit the Company's web site at
www.appharma.com.
Forward-looking Statements
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Except for historical information, this news release
contains certain forward-looking statements that involve
risks and uncertainties including, among others, timely
development, approval, launch and acceptance of new
products, establishment of new corporate alliances and
progress in research and development programs. Other risks
and uncertainties associated with the Company's business and
prospects are identified in the Company's filings with the
Securities and Exchange Commission. The Company does not
undertake to revise these forward-looking statements to
reflect events or circumstances occurring in the future.
Investor Relations Contacts: Company Contact:
Lippert/Heilshorn & Associates Gordon Sangster
Zachary Bryant (zbryant@lhai.com) Chief Financial Officer
Jody Cain (jcain@lhai.com) (650) 366-2626
Bruce Voss (bvoss@lhai.com)
(310) 691-7100
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