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 25, 2004
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A.P. PHARMA, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 1-16109 94-2875566
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
123 SAGINAW DRIVE, REDWOOD CITY, CALIFORNIA 94063
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(650) 366-2626
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5.
On June 24, 2004, A.P. Pharma, Inc. ("A.P. Pharma") announced a
sale of 4,183,335 shares of its common stock at a price of $3.00
per share, for gross proceeds of $12,550,000, to various
institutional investors. The shares were offered under A.P.
Pharma's shelf registration statement on Form S-3 (File Nos. 333-
115156), as amended.
A.P. Pharma expects to receive net proceeds from the offering of
approximately $11.8 million after deducting placement agent fees
and estimated costs associated with the offering. Olympus
Securities LLC served as placement agent.
Copies of the engagement letter between A.P. Pharma and Olympus
Securities LLC, dated as of June 7, 2004, a form of the Common
Stock Purchase Agreement among A.P. Pharma and the purchasers,
and a press release related to the offering are attached as
Exhibits 99.1, 99.2 and 99.3 to this current report and are
incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Engagement letter between A.P. Pharma and Olympus
Securities LLC, dated as of June 7, 2004.
99.2 Common Stock Purchase Agreement among A.P. Pharma and
the purchasers dated as of June 23, 2004.
99.3 Press release dated June 24, 2004.
SIGNATURE
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, 2004 By: /S/ Michael O'Connell
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Michael P. J. O'Connell,
President and Chief
Executive Officer
EXHIBIT INDEX
99.1 Engagement letter between A.P. Pharma and Olympus
Securities LLC, dated as of June 7, 2004.
99.2 Common Stock Purchase Agreement among A.P. Pharma and the
purchasers dated as of June 23, 2004.
99.3 Press release dated June 24, 2004.
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