sch13d-a_1393582.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OxJem0sQNiBt4o/DtxIUgRW+qHttiP85YGoHWw3lqHyoKdFnqpMrBG1SwARjJW5D h6HmrKmDcUdyKUa/7iAnPw== 0000932440-10-000005.txt : 20100105 0000932440-10-000005.hdr.sgml : 20100105 20100105170958 ACCESSION NUMBER: 0000932440-10-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100105 DATE AS OF CHANGE: 20100105 GROUP MEMBERS: ALAIN SCHREIBER GROUP MEMBERS: JAY MOORIN GROUP MEMBERS: PROQUEST ASSOCIATES II LLC GROUP MEMBERS: PROQUEST ASSOCIATES III LLC GROUP MEMBERS: PROQUEST INVESTMENTS II ADVISORS FUND, L.P. GROUP MEMBERS: PROQUEST INVESTMENTS III, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NOVADEL PHARMA INC CENTRAL INDEX KEY: 0001043873 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222407152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-53719 FILM NUMBER: 10508052 BUSINESS ADDRESS: STREET 1: 25 MINNEAKONING ROAD CITY: FLEMINGTON STATE: NJ ZIP: 08822 BUSINESS PHONE: 908-782-3431 MAIL ADDRESS: STREET 1: 25 MINNEAKONING ROAD CITY: FLEMINGTON STATE: NJ ZIP: 08822 FORMER COMPANY: FORMER CONFORMED NAME: FLEMINGTON PHARMACEUTICAL CORP DATE OF NAME CHANGE: 19970807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PROQUEST INVESTMENTS II LP CENTRAL INDEX KEY: 0001143544 IRS NUMBER: 223764772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 BUSINESS PHONE: 6099193560 MAIL ADDRESS: STREET 1: 90 NASSAU STREET STREET 2: 5TH FLOOR CITY: PRINCETON STATE: NJ ZIP: 08542 SC 13D/A 1 sch13d-a_1393582.htm FORM SCHEDULE 13D-A sch13d-a_1393582.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

NovaDel Pharma Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

66986X 10 6

(CUSIP Number)

Jay Moorin

ProQuest Investments

90 Nassau Street, 5th Floor

Princeton, NJ 08542-4520

(781) 762-0123

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 31, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ProQuest Investments II, L.P. 22-3764772
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 8,247,925*
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 8,247,925*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,247,925*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14.	TYPE OF REPORTING PERSON PN

* Includes 2,303,511 shares subject to currently exercisable warrants.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ProQuest Investments II Advisors Fund, L.P. 22-3784567
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 198,544*
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 198,544*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 198,544*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) .2%
14.	TYPE OF REPORTING PERSON PN

* Includes 55,453 shares subject to currently exercisable warrants.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ProQuest Associates II LLC 22-3764735
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 8,446,479*
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 8,446,479*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,446,479*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%
14.	TYPE OF REPORTING PERSON CO

* Includes 2,358,964 shares subject to currently exercisable warrants.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ProQuest Investments III, L.P. 20-0992411
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 32,491,519*
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 32,491,519*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,491,519*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.4%
14.	TYPE OF REPORTING PERSON PN

* Includes 9,074,381 shares subject to currently exercisable warrants.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) ProQuest Associates III LLC 20-0992451
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 32,491,519*
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 32,491,519*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,491,519*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.4%
14.	TYPE OF REPORTING PERSON CO

* Includes 9,074,381 shares subject to currently exercisable warrants.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Jay Moorin
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 40,937,998*
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 40,937,998*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,937,998*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0%
14.	TYPE OF REPORTING PERSON IN

* Includes 11,433,345 shares subject to currently exercisable warrants.

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1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Alain Schreiber
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	o
				(b)	x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States Resident Alien
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 40,937,998*
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 40,937,998*
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,937,998*
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 41.0%
14.	TYPE OF REPORTING PERSON IN

* Includes 11,433,345 shares subject to currently exercisable warrants.

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Introduction.

Item 1. Security and Issuer.

This Schedule 13D, together with amendments, relates to Common Stock, par value $0.001 per share (the “Common Stock”), issued by NovaDel Pharma Inc. (the “Issuer”). The Issuer’s principal executive office is located at 25 Minneakoning Road, Flemington, New Jersey 08822.

Item 2. Identity and Background.

	(a)-(c)	ProQuest Investments II, L.P. (“Investments II”) is a Delaware limited partnership with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.

		ProQuest Investments II Advisors Funds, L.P. (“Advisors Fund”) is a Delaware limited partnership with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.

		ProQuest Associates II LLC (“Associates II”) is a Delaware limited liability company and the general partner of Investments II and Advisors Fund, with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.

		ProQuest Investments III, L.P. (“Investments III”) is a Delaware limited partnership with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.

		ProQuest Associates III LLC (“Associates III”) is a Delaware limited liability company and the general partner of Investments III, with its principal office located at 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.

		Jay Moorin (“Moorin”) is an individual and Managing Member of Associates II and Associates III. The principal business address for Jay Moorin is c/o ProQuest Investments, 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.

		Alain Schreiber (“Schreiber”) is an individual and Managing Member of Associates II and Associates III. The principal business address for Alain Schreiber is c/o ProQuest Investments, 90 Nassau Street, Fifth Floor, Princeton, New Jersey 08542.

		Investments II, Advisors Fund, Associates II, Investments III, Associates III, Moorin and Schreiber are referred to as the Reporting Persons.

	(d)	During the last five years, none of Investments II, Advisors Fund, Associates II, Investments III, Associates III, Moorin or Schreiber have been convicted in a criminal proceeding (excluding traffic violations or

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		similar misdemeanors).

	(e)	During the last five years, none of Investments II, Advisors Fund, Associates II, Investments III, Associates III, Moorin or Schreiber have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(f)	Investments II, Advisors Fund and Investments III are Delaware limited partnerships. Associates II and Associates III are Delaware limited liability companies. Moorin is a United States citizen. Schreiber is a United States resident alien.

Item 3. Source and Amount of Funds or Other Consideration.

As of May 6, 2008, the Reporting Persons owned 6,267,570 shares of Common Stock and warrants to purchase 2,207,270 shares of Common Stock (shares issuable upon exercise of warrants are referred to as “warrant shares”) as follows: Investments II directly owned 1,262,747 shares and 444,704 warrant shares; Advisors Fund directly owned 30,397 shares and 10,704 warrant shares; Associates II indirectly owned 1,293,144 shares and 455,408 warrant shares; Investments III directly, and Associates III indirectly, owned 4,974,426 shares and 1,751,862 warrant shares; and each of Moorin and Schreiber indirectly owned 6,267,570 shares and 2,207,270 warrant shares. On May 6, 2008, Investments II, Advisors Fund and Investments III entered into a Securities Purchase Agreement with the Issuer pursuant to which they agreed to purchase up to $4,000,000 of secured convertible notes (the “Convertible Notes”), and accompanying warrants (the “Warrants”) in two separate closings. On May 30, 2008, the initial closing occurred and Investments II acquired 1,007,365 shares issuable upon the conversion of Convertible Notes and 604,419 warrant shares; Advisors Fund acquired 24,251 shares issuable upon the conversion of Convertible Notes and 14,551 warrant shares; and Investments III acquired 3,968,384 shares issuable upon the conversion of Convertible Notes and 2,381,030 warrant shares. These acquisitions were financed by working capital.

On October 17, 2008, the second closing occurred and Investments II acquired 2,164,764 shares issuable upon the conversion of Convertible Notes and 1,298,858 warrant shares; Advisors Fund acquired 52,114 shares issuable upon the conversion of Convertible Notes and 31,268 warrant shares; and Investments III acquired 8,527,803 shares issuable upon the conversion of Convertible Notes and 5,116,683 warrant shares. These acquisitions were financed by working capital.

On April 29, 2009, the Issuer made cash payments for part of the outstanding principal of some of the May 30, 2008 Convertible Notes. Accordingly, the number of shares underlying the May 30, 2008 Convertible Notes was reduced as follows: Investments II disposed of 682,949 shares; Advisors Fund disposed of 16,441 shares; and Investments III disposed of 2,690,441 shares.

On December 31, 2009, pursuant to an agreement dated December 31, 2009 among Investments II, Advisors Fund, Investments III and the Issuer (the “December 2009

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Agreement”), all of the outstanding principal and accrued but unpaid interest on the Convertible Notes plus certain promissory notes issued to the Reporting Persons in satisfaction of liquidated damages, consisting of an aggregate amount of $3,657,000, was converted into an aggregate of 23,237,083 shares of Common Stock at a conversion price of $.1574. In addition, also pursuant to the December 2009 Agreement, (i) 220,726 warrants owned by the Reporting Persons were retired and (ii) the exercise price of all remaining warrants owned by the Reporting Persons was reduced to $.1888 per share. No additional cash consideration was paid by the Reporting Persons in connection with such transactions.

Item 4. Purpose of Transaction.

The Reporting Persons do not at the present time have any plans or proposals which relate to or would result in:

	(a)	The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except the acquisition of shares underlying warrants directly or indirectly owned by him as of the date hereof;
	(b)	An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
	(c)	A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
	(d)	Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board;
	(e)	Any material change in the present capitalization or dividend policy of the Issuer;
	(f)	Any other material change in the Issuer’s business or corporate structure;
	(g)	Changes in the Issuer’s Certificate of Incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
	(h)	Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
	(i)	A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or
	(j)	Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

As of the date hereof and as more fully described in Item 3 above, the Reporting Persons may be deemed to be the direct and indirect beneficial owners of an aggregate of 29,504,653 shares of Common Stock and 11,433,345 currently exercisable warrant shares, over all of which securities they have shared voting and shared dispositive power.

The 40,937,998 shares of Common Stock beneficially owned by the Reporting Persons represent 41.0% of the issued and outstanding shares of Common Stock based on 88,343,457 shares of Common Stock outstanding as of December 31, 2009 as provided by the Issuer. Of such 40,937,998 shares, 8,247,925, or 9.1%, are beneficially owned by Investments II; 198,544, or .2%, are beneficially owned by Advisors Fund; 8,446,479, or 9.3%, are beneficially owned by

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Associates II; 32,491,519, or 33.4%, are beneficially owned by each of Investments III and by Associates III; and 40,937,998, or 41.0%, are beneficially owned by each of Moorin and Schreiber.

The following sets forth certain information regarding all transactions in the Common Stock that were effected by the Reporting Persons during the past sixty days:

Entity	Date	Amount Acquired (Disposed Of)	Price Per Security	Where and How Effected
Investments II	12/31/2009	4,681,667 shares	--	Conversion of Convertible Notes and certain other promissory notes
Advisors Fund	12/31/2009	112,704 shares	--	Conversion of Convertible Notes and certain other promissory notes
Investments III	12/31/2009	18,442,712 shares	--	Conversion of Convertible Notes and certain other promissory notes
Investments II	12/31/2009	(44,470) warrant shares	--	Pursuant to December 2009 Agreement
Advisors Fund	12/31/2009	(1,070) warrant shares	--	Pursuant to December 2009 Agreement
Investments III	12/31/2009	(175,186) warrant shares	--	Pursuant to December 2009 Agreement

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

None.

Item 7. Material to be Filed as Exhibits.

	Exhibit No.	Description

	4.1	Form of Convertible Note (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	4.2	Form of Warrant (incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	10.1	Securities Purchase Agreement, dated May 6, 2008, by and

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		among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	10.2	Amendment No. 1 to the Securities Purchase Agreement, dated May 28, 2008, by and among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	10.3	Note and Warrant Amendment Agreement, dated December 31, 2009 among ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Investments III, L.P. and the Issuer.

	24.1	Power of Attorney (previously filed).

	99.1	Joint Filing Agreement, dated December 23, 2008, between ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Associates II LLC, ProQuest Investments III, L.P., ProQuest Associates III LLC, Jay Moorin and Alain Schreiber relating to the filing of a joint statement on Schedule 13D (previously filed).

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SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: January 5, 2010
			/s/ Pasquale DeAngelis
			Pasquale DeAngelis, as a member of ProQuest Associates III LLC and on behalf of ProQuest Investments III, L.P., and as a member of ProQuest Associates II LLC and on behalf of ProQuest Investments II, L.P. and ProQuest Investments II Advisors Fund, L.P.

			*
			Jay Moorin, individually
			*
			Alain Schreiber, individually


*By:	/s/ Pasquale DeAngelis
	Pasquale DeAngelis, Attorney-in-Fact

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Exhibit Index

	Exhibit No.	Description

	4.1	Form of Convertible Note (incorporated by reference to Exhibit 4.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	4.2	Form of Warrant (incorporated by reference to Exhibit 4.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	10.1	Securities Purchase Agreement, dated May 6, 2008, by and among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	10.2	Amendment No. 1 to the Securities Purchase Agreement, dated May 28, 2008, by and among the Issuer, ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P. and ProQuest Investments III, L.P. (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K filed by the Issuer on June 3, 2008 (File No. 001-32177)).

	10.3	Note and Warrant Amendment Agreement, dated December 31, 2009 among ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Investments III, L.P. and the Issuer.

	24.1	Power of Attorney (previously filed).

	99.1	Joint Filing Agreement, dated December 23, 2008, between ProQuest Investments II, L.P., ProQuest Investments II Advisors Fund, L.P., ProQuest Associates II LLC, ProQuest Investments III, L.P., ProQuest Associates III LLC, Jay Moorin and Alain Schreiber relating to the filing of a joint statement on Schedule 13D (previously filed).

EX-10.3 2 ex10-3_1393586.htm NOTE AND WARRANT AMENDMENT AGREEMENT ex10-3_1393586.htm

EXHIBIT 10.3

NOTE AND WARRANT AMENDMENT AGREEMENT

This NOTE AND WARRANT AMENDMENT AGREEMENT (this “Amendment”), dated as of December 31, 2009, by and among NovaDel Pharma Inc., a Delaware corporation (the “Company”), and ProQuest Investment II, L.P., ProQuest Investment Advisors Fund II, L.P. and ProQuest Investments III, L.P. (the “Holders”).

WHEREAS, the Holders own certain promissory notes (the “Notes”) issued by the Company, which may or may not be convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and certain warrants to purchase shares of Common Stock (the “Warrants”), in each case, as set forth on Schedule A hereto; and

WHEREAS, to induce the conversion by the Holders of the Notes, the Company and the Holders now desire to amend the Notes and Warrants to reduce the conversion price of each Note and the exercise price of each Warrant as set forth herein, and in consideration therefor, the Holders have agreed to convert all of the Notes held by the Holders;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Note Amendment. Effective upon the Effective Date (as defined below) and immediately prior to the conversion of the Notes contemplated hereby, Section 8(a) of each Note is hereby amended and restated in its entirety to read as follows:

(a) Conversion into Common Shares. The Holder shall have the option to convert, as a whole or in part, up to the entire amount outstanding under this Note (including the accrued but unpaid interest) into Common Shares at any time or from time to time at a conversion price equal to $0.1574 per share (the “Conversion Price”), subject to adjustments in the event of any stock splits, reverse stock splits, stock dividends or other similar recapitalization or reorganization transactions that affect all shareholders equally as set forth in Section 9.

2. Warrant Amendment. Effective upon the Effective Date, the exercise price of each Warrant as set forth on Schedule A (referred to herein as the “Old Warrant”) is hereby amended such that the new exercise price of each Warrant shall be $0.1888 per share (referred to herein as the “New Warrant”). In addition to the foregoing, effective upon the Effective Date, the number of shares of Common Stock underlying certain Warrants (referred to as the PIPE Warrants) shall be reduced by 10% as reflected on Schedule A hereto. The Company agrees that, as soon as reasonably practicable after the Effective Date, the Company will issue New Warrants to the Holders in exchange for the Old Warrants.

3. Effective Date. This Amendment shall only become effective upon receipt by the Company of an irrevocable notice of conversion of all Notes held by the Holders (referred to herein as the “Effective Date”). At the Effective Date, any accrued but unpaid interest as set forth on Schedule A hereto shall be paid in kind with Notes on the same terms as Section 1 above; provided, that, such Notes shall be immediately converted to Common Stock pursuant to this Section 3, and thereafter, there shall be no interest (in cash or in kind) due under the Notes;

provided, however, that such interest shall continue to accrue if the Company shall fail to issue the shares of Common Stock upon conversion as per the conversion terms of the Notes. For purposes of clarity, the parties hereto acknowledge that, immediately after the Effective Date and immediately upon the conversion of the Notes pursuant to their terms, the security interest underlying the Notes shall be terminated pursuant to the terms of the Notes.

4. Except as amended hereby, the terms and provisions of each Note and Warrant remain in full force and effect.

5. This Amendment shall be enforced, governed and construed in all respects in accordance with the laws of the State of New York and shall be binding upon the Holders, the Holders’ heirs, estate, legal representatives, successors and assigns and shall inure to the benefit of the Company, its successors and assigns

6. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument, and may be executed by facsimile signatures.

* * * * * * *

IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the date first written above.


	NOVADEL PHARMA INC.

	By:	/s/ Steven B. Ratoff
		Name: Steven B. Ratoff
		Title: Interim President and Chief Executive Officer

	PROQUEST INVESTMENTS II, L.P.

	By:	ProQuest Associates II LLC, its general partner
	By:	/s/ Pasquale DeAngelis
		Name: Pasquale DeAngelis
		Title: Managing Member

	PROQUEST INVESTMENTS II, ADVISORS FUND, L.P.

	By:	ProQuest Associates II LLC, its general partner
	By:	/s/ Pasquale DeAngelis
		Name: Pasquale DeAngelis
		Title: Managing Member

	PROQUEST INVESTMENTS III, L.P.

	By:	ProQuest Associates III LLC, its general partner
	By:	/s/ Pasquale DeAngelis
		Name: Pasquale DeAngelis
		Title: Managing Member

Schedule A

All convertible notes

All non-convertible notes

All interest notes

All penalty notes

All warrants issued by the Company to the Holders and currently held by the Holders