form8k11909.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 6, 2009
NOVADEL
PHARMA INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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001-32177
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22-2407152
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File No.)
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(I.R.S.
Employer
Identification
No.)
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25
Minneakoning Road
Flemington,
New Jersey 08822
(Address
of principal executive offices) (Zip Code)
(908)
782-3431
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events
As
previously disclosed in a Form 8-K filed with the Commission on June 30, 2009,
NovaDel Pharma Inc. (the “Company”) entered into a Common Stock Purchase
Agreement (the “Agreement”) with Seaside 88, LP (“Seaside”) whereby the Company
agreed to issue and sell to Seaside, and Seaside agreed to purchase from the
Company, 500,000 shares (the “Shares”) of the Company’s common stock, $0.001 par
value per share (the “Common Stock”), once every two (2) weeks for twenty-six
(26) closings over a fifty-two (52) week period (the “Offering”). Pursuant to
the terms of the Agreement, at the initial closing, the offering price of the
Common Stock equaled 87% of the volume weighted average trading price of the
Common Stock during the trading day immediately prior to the initial closing
date. At each subsequent closing, on each 14th day thereafter, the offering
price of the Company’s Common Stock will equal 87% of the volume weighted
average trading price of the Common Stock for the ten-day trading period
immediately preceding each subsequent closing date. If, with respect to any
subsequent closing, the volume weighted average trading price of the
Company’s Common Stock for the three trading days immediately prior to such
closing is below $0.25 per share, then the particular subsequent closing
will not occur and the aggregate number of Shares to be purchased shall be
reduced by 500,000 shares of Common Stock.
Accordingly,
on November 6, 2009, the Company had its eighth closing of the Offering pursuant
to which Seaside purchased 500,000 shares of the Company’s Common Stock at a
price per share of $0.26 having an aggregate value of approximately $131,500,
and, the Company received net proceeds of approximately $126,055,
after deducting commissions and $1,500 in non-accountable expenses, pursuant to
the terms of the Agreement.
SIGNATURES
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.
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NOVADEL
PHARMA INC. |
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November
9, 2009
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By:
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/s/ Steven
B. Ratoff |
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Steven
B. Ratoff |
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Chairman,
Interim Chief Financial Officer, Interim President and Chief Executive
Officer |
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