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

On September 21, 2009, A.P. Pharma, Inc. (the "Company") announced that on September 15, 2009, it received notice from the Listing Qualifications Staff of The Nasdaq Stock Market indicating that the minimum closing bid price of its common stock had fallen below $1.00 for 30 consecutive trading days, and therefore, A.P. Pharma was not in compliance with Marketplace Rule 5450(a)(1). The Company has been provided 180 calendar days, or until March 15, 2010, to regain compliance with the minimum bid price requirement.

As disclosed in the Company's press release dated July 20, 2009, the Company requested, and on August 18, 2009, attended a hearing before the Nasdaq Listing Qualifications Panel (the "Panel") at which it presented its plan to move from The Nasdaq Global Market to The Nasdaq Capital Market and to comply with the $2.5 million stockholders' equity requirement for continued listing on The Nasdaq Capital Market. The Panel has not yet issued its determination as a result of that hearing. In the event the Panel grants the Company's request for continued listing on The Nasdaq Capital Market, the Company will be entitled to a second 180-calendar day grace period, through September 13, 2010, to evidence compliance with the minimum bid price requirement, so long as the Company satisfies all criteria for initial listing on The Nasdaq Capital Market (except for bid price) as of March 15, 2010.

The foregoing description is qualified in its entirety by reference to our press release dated September 21, 2009, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Document Description 99.1 Press Release issued on September 21, 2009.