Attached files
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| EX-99.1 - PRESS RELEASE - NOVADEL PHARMA INC | exhibit99.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) December 2, 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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o
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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
3.01 Notice
of Delisting of Failure to Satisfy a Continued Listing Rule or Standard;Transfer of Listing.
On
December 2, 2009, NovaDel Pharma Inc., a Delaware corporation (the "Company"),
notified NYSE Amex LLC (the “Exchange”) of its intent to voluntarily delist its
common stock from the Exchange. The Company anticipates that the delisting will
be effective ten (10) calendar days after the filing of the Form 25
“Notification of Removal from Listing.” The Company intends to file the
Form 25 on or after December 14, 2009. The Board of Directors of the
Company approved the voluntary delisting of the Company’s common stock on
October 15, 2009. Upon delisting from the Exchange, the Company
intends to have its common stock quoted on the Over-the-Counter Bulletin
Board.
The press
release announcing the Company’s intent to voluntarily delist is attached as
Exhibit 99.1.
Item
8.01. Other
Events
On April
30, 2009, the Company received notice that it was not in compliance with
certain Exchange continued listing standards. Specifically, the Company is
not in compliance with Section 1003(a)(i) of the Exchange company
guide with stockholders’ equity of less than $2,000,000 and losses from
continuing operations and net losses in two of its three most recent fiscal
years, Section 1003(a)(ii) of the Exchange company guide with
stockholders’ equity of less than $4,000,000 and losses from continuing
operations and net losses in three of its four most recent fiscal years, Section
1003(a)(iii) of the Exchange company guide with stockholders’ equity
of less than $6,000,000 and losses from continuing operations and net losses in
its five most recent fiscal years and Section 1003(a)(iv)of the
Exchange company guide in that it has sustained losses which are so
substantial in relation to its overall operations or its existing financial
resources, or its financial condition has become so impaired that it appears
questionable, in the opinion of the Exchange, as to whether the Company will be
able to continue operations and/or meet its obligations as they
mature. The Exchange provided the Company a deadline of November 16,
2009 to regain compliance with Sections 1003(a) (i), (ii), (iii) and (iv).
NovaDel has provided the Exchange updates and forecasts on the Company’s
progress and plan to regain compliance.
As of the
date hereof, the Company has not been able to regain compliance of the Sections
previously noted. Even though the Company has made significant
progress towards compliance, the Company’s ability to cure the stockholders’
equity of $6,000,000 or more is not readily attainable.
There can
be no assurance of the quotation of the Company’s common stock on the OTCBB
because it is not automatic. The Company is in the process of completing
the steps necessary for quotation on the OTCBB. In addition, a market
maker will need to file a Form 211 application with the Financial Industry
Regulatory Authority (“FINRA”) on behalf of the Company to seek quotation of the
Company’s common stock on the OTCBB. If the Company’s common stock is not
simultaneously listed on the OTCBB, it will be traded on the pink sheets until
such listing has become effective.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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Press
release of NovaDel Pharma Inc., dated December 3, 2009, titled “NovaDel
Announces Voluntary Delisting from NYSE Amex LLC and Pending Transfer to
the Over-the-Counter Bulletin
Board.”
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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: December
3, 2009