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):
November 11, 2005
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing
REDWOOD CITY, Calif. (November 16, 2005) - A.P. Pharma, Inc.
(NASDAQ NM: APPA), a specialty pharmaceutical company, today
reported that on November 11, 2005, the Company was advised by
the NASDAQ Listing Qualifications Department that NASDAQ is
reviewing the Company's eligibility for continued listing on the
NASDAQ National 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 November 28,
2005 a specific plan and timeframe to achieve and sustain
compliance with all NASDAQ National Market listing requirements.
The Company is currently evaluating a variety of financing
alternatives, some of which could resolve the listing deficiency,
and is planning to prepare the plan requested by NASDAQ. If the
plan is not accepted by the NASDAQ or if the financing
alternative selected by the Company does not resolve the listing
deficiency, the Company is in compliance with the current listing
standards of the NASDAQ Capital Market.
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: November 16, 2005 By: /S/ Michael O'Connell
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Michael P. J. O'Connell,
President and Chief
Executive Officer
EXHIBIT INDEX
99.1 Press release dated November 16, 2005.
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