form8k102909.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): October 26, 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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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
1.01 Entry into a Material Definitive Agreement
On October 27, 2009, NovaDel
Pharma Inc. (the “Company”) issued a press release to announce that it had
entered into a licensing agreement (the “Agreement”) with privately-held Mist
Acquisition, LLC (“Mist”) to manufacture and commercialize NitroMist®, the
lingual spray version of nitroglycerine for the treatment of angina pectoris.
Under terms of the Agreement, Mist will pay NovaDel a $1,000,000 licensing fee
upon execution of the agreement, milestone payments totaling an additional
$1,000,000 over the next twelve months and ongoing performance payments of
seventeen percent (17%) of net sales subject to potential reduction based upon
the terms of the Agreement. The Agreement contains customary termination
provisions. In addition, the Agreement may be terminated by Mist for any reason
upon written notice to the Company, which will be effective 180 days from the
date of receipt of such notice, provided that Mist may not terminate until the
second anniversary after the first commercial sale of NitroMist™ by Mist or its
affiliates.
Through a
separate license agreement with Mist, Akrimax Pharmaceuticals, LLC will receive
the exclusive right to manufacture, distribute, market and sell NitroMist® in
North America. Under the terms of the Agreement, the Company will receive a
percentage of any income received by Mist under any sublicense agreement
relating to NitroMist®.
The foregoing is a summary of the
material terms of the Agreement and does not purport to be complete. You should
read the complete Agreement which shall be attached as an exhibit to the
Company’s next Quarterly Report on Form 10-Q.
Item
8.01. Other Events
On October 26, 2009, the compensation
committee of the Board of Directors (the “Board”) of the Company amended the
cash component to its annual compensation policy for non-employee directors to
pay an annual retainer of $50,000 in lieu of the Board’s current compensation
policy of paying a retainer and meeting fees. The amended annual compensation
policy shall be payable semi-annually.
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits.
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99.1
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Press
Release of NovaDel Pharma Inc. dated October 27, 2009, titled “NovaDel
Licenses its NitroMist® Lingual Spray to
Mist.”
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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.
NovaDel Pharma Inc.
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By:
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/s/
STEVEN B. RATOFF
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Name:
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Steven
B. Ratoff
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Title:
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Chairman,
Interim Chief Financial Officer, Interim President and Chief Executive
Officer
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Date: October
29, 2009