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. 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 granted the Company's request to transfer the listing of the Company's common stock from The Nasdaq Global Market to The Nasdaq Capital Market, which took effect with the opening of the market on Wednesday, October 28, 2009.

The foregoing description is qualified in its entirety by reference to our press release dated October 28, 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 October 28, 2009.