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) June 3, 2009
A.P.
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-33221
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94-2875566
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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123
Saginaw Drive
Redwood
City, CA 94063
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(Address
of principal executive offices)
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(650) 366-2626
Registrant’s
telephone number, including area code
N/A
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01
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Other
Events.
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On June
3, 2009, A.P. Pharma, Inc. (the “Company”) announced that on May 29, 2009, it
received a letter from the Listing Qualifications Department of the Nasdaq Stock
Market (“Nasdaq”) granting the Company an extension to regain compliance with
the minimum $10 million stockholders' equity requirement for continued listing
on The Nasdaq Global Market under Nasdaq Marketplace Rule
5450(b)(1)(A). The Company had previously announced on April 7, 2009
that it had received a letter from Nasdaq notifying the Company that it was not
in compliance with this minimum stockholders’ equity requirement.
Under the
terms of the extension, on or before July 16, 2009, the Company must furnish to
the Securities and Exchange Commission and Nasdaq a publicly available report
that, among other things, evidences compliance with the minimum $10 million
stockholders' equity requirement. In the event that the Company does
not satisfy the terms of the extension, the Company expects to be notified that
its securities will be subject to delisting from The Nasdaq Global
Market. At that time, the Company may request a hearing before a
Nasdaq Listing Qualifications Panel.
Forward-Looking
Statements.
This
current report contains forward-looking statements,
including statements related to the continued listing of the
Company’s common stock on The Nasdaq Global Market, the amount of the Company’s
stockholders’ equity as of any future date, the Company’s ability to regain
compliance with Nasdaq Marketplace Rule 5450(b)(1)(A) within the timeframe
specified by Nasdaq and the Company’s ability to raise additional funding in the
future. These forward-looking statements are based on the Company’s
current expectations and involve risks and uncertainties. Actual
results and the timing of events could differ materially from those anticipated
in such forward-looking statements as a result of these risks and uncertainties,
which include, without limitation, risks related to difficulties or delays in
increasing stockholders’ equity and other risks details in the Company’s filings
with the Securities and Exchange Commission, including the Annual Report on Form
10-K for the year ended December 31, 2008 and periodic reports on Form 10-Q and
Form 8-K. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this current
report. All forward-looking statements are qualified in their
entirety by this cautionary statement.
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.
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A.P.
Pharma, Inc.
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Date:
June 3, 2009
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/s/
Ronald J. Prentki
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Ronald
J. Prentki
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President,
Chief Executive Officer and
Director
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