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
June
25, 2007
Date
of Report
(Date
of earliest event reported)
A.P.
PHARMA, INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
000-16109
|
94-2875566
|
||
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
Identification
No.)
|
123
Saginaw Drive
Redwood
City, California 94063
(Address
of principal executive offices) (Zip code)
(650)
366-2626
(Registrant’s
telephone number, including area code)
(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:
|
|
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
June 25, 2007, A.P. Pharma, Inc.
(the “Company”) announced that based on the Company’s closing of its
public offering, the Company believes it has regained compliance for continued
listing on the NASDAQ Global Market by satisfying the NASDAQ’s minimum
stockholders’ equity requirement of the NASDAQ 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 June
25, 2007.
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:
June 25, 2007
|
|
By:
|
|
/s/
Michael O’Connell
|
|
|
|
Name:
Michael O’Connell
|
||
|
|
|
Title: Chief
Operating Officer and
|
||
|
Chief Financial Officer
|
||||
EXHIBIT
INDEX
99.1 Press
Release
dated June 25, 2007.
Exhibit
99.1
News
Release
A.P.
PHARMA REGAINS COMPLIANCE WITH NASDAQ
GLOBAL
MARKET LISTING REQUIREMENTS
REDWOOD
CITY, Calif. (June 25, 2007) – A.P. Pharma, Inc. (NASDAQ:APPA), a
specialty pharmaceuticals company, today announced that based on the recent
completion of a public offering of 24,393,939 shares of its common stock at
a
public offering price of $1.65 per share, the Company believes it has regained
compliance for continued listing on the NASDAQ Global Market by satisfying
the
NASDAQ's minimum stockholders' equity requirement of the NASDAQ 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 May 15, 2007 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 Global 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 March 31,
2007.
As
NASDAQ
requested, the Company submitted a specific plan to achieve and sustain
compliance with all NASDAQ Global 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 public offering.
About
A.P. Pharma
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,
anti-inflammation and DNA/RNAI applications. For further information visit
the
Company's web site at www.appharma.com.
Forward-looking
Statements
This
news
release contains "forward-looking statements" as defined by the Private
Securities Reform Act of 1995. These forward-looking statements involve risks
and uncertainties including uncertainties associated with maintaining compliance
with NASDAQ rules, timely development, approval, launch and acceptance of new
products, satisfactory completion of clinical studies, establishment of new
corporate alliances, progress in research and development programs and other
risks and uncertainties identified in the Company's filings with the Securities
and Exchange Commission. We caution investors that forward-looking statements
reflect our analysis only on their stated dates. We do not intend to update
them
except as required by law.
|
Investor
Relations Contacts:
|
Company
Contacts:
|
|
Lippert/Heilshorn
& Associates
|
Gregory
Turnbull
|
|
Don
Markley (dmarkley@lhai.com)
|
President
and Chief Executive Officer
|
|
(310)
691-7100
|
(650)
366-2626
|
|
Michael
O’Connell
|
|
|
Chief
Financial Officer and
|
|
|
Chief
Operating Officer
|
|
|
(650)
366-2626
|