ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 2, 2009, A.P. Pharma (the "Company") received a notification from The Nasdaq Stock Market ("Nasdaq") that the Company is not in compliance with Marketplace Rule 4450(a)(3) because the Company's stockholders' equity at December 31, 2008 was less than the $10.0 million required for continued listing on The Nasdaq Global Market. In addition, the Company is not in compliance with the market value or total assets and total revenue requirements of Maintenance Standard 2. The Company has until April 17, 2009 to provide a plan to regain compliance with Nasdaq Global Market continued listing requirements. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company a period of up to 105 days from April 2, 2009 within which to regain compliance with such listing requirements. If Nasdaq determines that the Company's plan is not sufficient to achieve and sustain compliance, it will provide written notice that the Company's securities will be delisted. If the Company receives a delisting notification, it may then apply to move to The Nasdaq Capital Market or appeal Nasdaq's delisting determination to a Nasdaq Listing Qualifications Panel. The Company intends to submit a plan with Nasdaq by April 17, 2009, to maintain its listing on The Nasdaq Global Market.

On April 7, 2009 the Company issued a press release related to the matters set forth in Item 3.01 above. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:

Exhibit No. Document Description

99.1 Press Release of A.P. Pharma, Inc., dated April 7, 2009.

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