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) July 17, 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 3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On July
20, 2009, A.P. Pharma, Inc. (the “Company”) announced that on July 17, 2009, it
received notice from the Listing Qualifications Staff of The Nasdaq Stock Market
indicating that it has not regained compliance with Nasdaq Marketplace Rule
5450(b)(1)(A), the minimum stockholders’ equity requirement. As a
result, the Company’s securities would be subject to delisting from The Nasdaq
Stock Market, unless the Company requests a hearing before a Nasdaq Listing
Qualifications Panel (the “Panel”). A.P. Pharma intends to request a
hearing before the Panel at which it will present its plan for regaining
compliance with all applicable listing requirements. The hearing
request will result in the Company’s shares remaining listed on The Nasdaq
Global Market at least until such time as the Panel renders its decision
following the hearing.
The
foregoing description is qualified in its entirety by reference to our press
release dated July 20, 2009, a copy of which is attached hereto as Exhibit 99.1
and incorporated herein by reference.
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ITEM 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
Exhibit
No. Document
Description
99.1 Press
Release issued on July 20, 2009.
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:
July 20, 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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Exhibit
99.1
For
Immediate Release
A.P.
Pharma Receives Nasdaq Notice of Non-Compliance; Company to Request
Hearing
REDWOOD CITY, Calif. – July
20, 2009 – A.P. Pharma, Inc. (Nasdaq: APPA), a specialty pharmaceutical company,
today announced that, on July 17, it received notice from the Listing
Qualifications Staff of The Nasdaq Stock Market (Nasdaq) indicating
that it has not regained compliance with Nasdaq Marketplace Rule 5450(b)(1)(A),
the minimum stockholders’ equity requirement. As a result, the
Company’s securities would be subject to delisting from The Nasdaq Stock Market,
unless the Company requests a hearing before a Nasdaq Listing Qualifications
Panel (Panel). A.P. Pharma intends to request a hearing before the
Panel at which it will present its plan for regaining compliance with all
applicable listing requirements. The hearing request will result in
the Company’s shares remaining listed on The Nasdaq Global Market at least until
such time as the Panel renders its decision following the hearing.
There can
be no assurance that the Panel will grant the Company’s request for continued
listing on The Nasdaq Stock Market. In the event that the Panel
determines to delist the Company’s securities from Nasdaq, the Company’s common
stock may be eligible for trading on the OTC Bulletin Board or the “Pink
Sheets.”
About
A.P. Pharma
A.P.
Pharma is a specialty pharmaceutical company developing products using its
proprietary Biochronomer™ polymer-based drug delivery technology. The
Company’s primary focus is on its lead product candidate, APF530, which has
completed a pivotal Phase 3 clinical trial for the prevention of
CINV. The NDA for APF530 was submitted in May 2009 and the FDA set a
Prescription Drug User Fee Act (PDUFA) date of March 18, 2010. The
Company has additional clinical- and preclinical-stage programs in the area of
pain management, all of which utilize its bioerodible injectable and implantable
delivery systems. For further information, please 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 Litigation Reform Act of 1995. These forward-looking
statements involve risks and uncertainties, including uncertainties associated
with 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.
Contacts
Corporate
Contact:
A.P.
Pharma, Inc.
John B.
Whelan, Vice President, Finance and Chief Financial Officer
650-366-2626
and
Investor
and Media Relations:
Corporate
Communications Alliance, LLC
Edie
DeVine
209-814-9564