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
May
9, 2007
Date
of Report
(Date
of earliest event reported)
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
or organization)
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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, 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:
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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
3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing
A.P.
Pharma, Inc. (the
“Company”) today reported that on May 9, 2007, the Company was advised by
the NASDAQ Listing Qualifications Department that NASDAQ is reviewing the
Company’s eligibility for continued listing on The NASDAQ Global Market as the
Company does not comply with the NASDAQ’s minimum $10 million stockholders’
equity requirement set forth in Marketplace Rule 4450(a)(3). To
facilitate the review, the Company has been asked to provide on or before
May
24, 2007 a specific plan and timeframe to achieve and sustain compliance
with
all NASDAQ Global Market listing requirements.
As
previously disclosed, on April 5,
2007, the Company filed with the Securities and Exchange Commission (the
“SEC”)
a registration statement on Form S-1 for a proposed public offering of up
to
$28.8 million of our common stock. The Company believes that
successful completion of this offering would resolve the listing deficiency,
and
is planning to prepare the plan requested by NASDAQ.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1
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Press
Release dated May 15, 2007.
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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:
May 15, 2007
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By:
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/s/
Gregory Turnbull
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Name:
Gregory Turnbull
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Title: President
and Chief Executive Officer
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Exhibit
99.1
News
Release
A.P.
PHARMA REPORTS RECEIPT OF NOTICE FROM NASDAQ
REDWOOD
CITY, Calif. (May 15, 2007) – A.P. Pharma, Inc. (NASDAQ: APPA), a
specialty pharmaceutical company, today reported that on May 9, 2007, the
Company was advised by the NASDAQ Listing Qualifications Department that NASDAQ
is reviewing the Company’s eligibility for continued listing on The NASDAQ
Global Market as the Company does not comply with the NASDAQ’s minimum $10
million stockholders’ equity requirement set forth in Marketplace Rule
4450(a)(3). To facilitate the review, the Company has been asked to
provide on or before May 24, 2007 a specific plan and timeframe to achieve
and
sustain compliance with all NASDAQ Global Market listing
requirements.
As
previously disclosed, on April 5, 2007, the Company filed with the Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-1 for a
proposed public offering of up to $28.8 million of our common
stock. The Company believes that successful completion of this
offering would resolve the listing deficiency, and is planning to prepare the
plan requested by NASDAQ.
About
A.P. Pharma
We
are a
specialty pharmaceutical company focused on developing pharmaceutical products
using our proprietary Biochronomer polymer-based drug delivery technology.
Our
product development philosophy is based on incorporating approved therapeutics
into our proprietary bioerodible drug delivery technology to create controlled
release pharmaceuticals to improve treatments for diseases or conditions. Our
lead product candidate, APF530, is currently in a pivotal Phase 3 clinical
trial
for the prevention of acute and delayed onset chemotherapy-induced nausea and
vomiting, or CINV.
Our
primary focus is to advance our proprietary Biochronomer technology, consisting
of bioerodible polymers designed to release drugs over a defined period. We
have
completed over 100 in vivo and in vitro studies demonstrating that our
Biochronomer technology is potentially applicable to a range of therapeutic
areas, including pain management, prevention of nausea and vomiting, control
of
inflammation and treatment of ophthalmic diseases. We have also completed
comprehensive animal and human toxicology studies that have established that
our
Biochronomer polymers are safe and well tolerated. Furthermore, our Biochronomer
technology can be designed to deliver drugs over periods varying from days
to
several months.
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 the
successful closing of the common stock offering, regaining 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 date. We do not
intend to update them except as required by law.
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Investor
Relations Contacts:
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Company
Contact:
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Lippert/Heilshorn
& Associates
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Gregory
Turnbull
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Zack
Bryant (zbryant@lhai.com)
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President
and
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Don
Markley (dmarkley@lhai.com)
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Chief
Executive Officer
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Bruce
Voss (bvoss@lhai.com)
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(650)
366-2626
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(310)
691-7100
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