The information contained in this prospectus supplement is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-170066
Prospectus Supplement No. 1
(to Prospectus dated February 14, 2011)
Subject to Completion, dated April 1, 2011
1,667 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK,
TOGETHER WITH SERIES A WARRANTS TO PURCHASE 16,670,000 SHARES OF
COMMON STOCK, SERIES B WARRANTS TO PURCHASE 16,670,000 SHARES OF
COMMON STOCK, SERIES C WARRANTS TO PURCHASE 16,670,000 SHARES OF
COMMON STOCK AND UP TO 40,000,000 SHARES OF COMMON STOCK UNDERLYING THE
CONVERTIBLE PREFERRED STOCK AND THE SERIES B WARRANTS
Pursuant to the prospectus dated February 14, 2011, we offered 1,667 shares of our Series A Convertible Preferred Stock, convertible into our common stock, par value $0.001 per share, together with Series A Warrants to purchase 16,670,000 shares of our common stock, Series B Warrants to purchase 16,670,000 shares of our common stock, Series C Warrants to purchase 16,670,000 shares of our common stock and up to 40,000,000 shares of common stock underlying the Series A Convertible Preferred Stock and the Series B Warrants to purchasers in this offering. The Series A Warrants, the Series B Warrants and the Series C Warrants are referred to herein as the warrants. The maximum number of shares of common stock underlying the convertible preferred stock and the warrants issued in this offering is up to 73,340,000; provided, however, we are not registering the 33,340,000 shares issuable upon exercise of the Series A and Series C Warrants. Delivery of the convertible preferred stock and warrants was made on or about February 14, 2011. The convertible preferred stock is convertible at any time at the option of the holder into shares of our common stock at a conversion ratio determined by dividing the stated value of the convertible preferred stock by a conversion price of $0.10 per share. As of the date of this prospectus supplement, [__] shares of the convertible preferred stock have been converted into shares of our common stock and we did not receive any proceeds upon conversion of the convertible preferred stock. The Series B Warrants will be exercisable immediately and on or before the first year anniversary of their initial exercise date at an exercise price of $0.10 per share of common stock. The Series A and Series C Warrants will be exercisable on or after the one year and one day anniversary following the issuance date and will be exercisable on or before the fifth year anniversary of their initial exercise date at an exercise price of $0.15 per share of common stock. All of the warrants remain outstanding as of the date of this prospectus supplement.
We have incorporated by reference into this prospectus supplement the Annual Report on Form 10-K of NovaDel Pharma Inc. for the fiscal year ended December 31, 2010 (the “Annual Report”) and our current reports on Form 8-K that have been filed with the SEC since December 31, 2010. This prospectus supplement should be read in conjunction with the prospectus dated February 14, 2011 (the “Prospectus”), which is to be delivered with this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is presently quoted on the Over-the-Counter Bulletin Board under the symbol “NVDL.OB” We do not intend to apply for listing of the convertible preferred stock and warrants on any securities exchange or market. On March 31, 2011, the last reported sale price of our common stock as reported by the Over-the-Counter Bulletin Board was $0.04 per share.
INVESTING IN THE OFFERED SECURITIES INVOLVES RISKS, INCLUDING THOSE SET FORTH IN THE “RISK FACTORS” SECTION OF THIS PROSPECTUS BEGINNING ON PAGE 7 OF THE PROSPECTUS AND PAGE 13 OF THE ANNUAL REPORT.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Brokers or dealers effecting transactions in these securities should confirm that the shares are registered under the applicable state law or that an exemption from registration is available.
Roth Capital Partners
The date of this prospectus is _____________, 2011.