SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 4)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NovaDel Pharma Inc.
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
66986X106
(CUSIP Number)
Lindsay A. Rosenwald, M.D.
787 Seventh Avenue
New York, NY 10019
(212) 554-4300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 15, 2006
(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 which is the subject of this Statement because of Rule
13d-1(b)(3) or (4), check the following:
Check the following box if a fee is being paid with this Statement:
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CUSIP NO. 66986X106 13D/A PAGE 2 OF 5 PAGES
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1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (see Item 3 below)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
9,491,924
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 9,491,924
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,491,924
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9
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14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 4 amends and supplements the following items of the Statement
on Schedule 13D filed by Lindsay A. Rosenwald (the "Reporting Person") on
December 21, 2001, as amended by Amendment No. 1 filed March 14, 2002, Amendment
No. 2 filed January 23, 2006 and Amendment No. 3 filed April 24, 2006 (the
"Schedule").
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and supplemented by replacing the last paragraph
thereof with the following:
Paramount BioCapital, Inc. ("Paramount"), an NASD member broker dealer, acted as
co-placement agent for the Issuer in a private placement of the Issuer's
securities consummated on April 19, 2006. In connection with such activities,
Paramount has designated to the Reporting Person, among other compensation,
warrants to purchase 156,388 shares of common stock, par value $.001 per share
(the "Common Stock"), of the Issuer. The Reporting Person is chairman, Chief
Executive Officer and sole stockholder of Paramount.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
Item 5(a) is hereby amended as follows:
(a) As of the date hereof, the Reporting Person may be deemed to
beneficially own 9,491,924 Shares comprised of (i) 2,155,660 Shares
and (ii) 7,336,264 Shares issuable upon exercise of the common stock
purchase warrants owned directly by the Reporting Person. Such
Shares constitute approximately 16.9% of the Issuer's outstanding
shares of Common Stock.
Item 5(c) is hereby amended as follows:
(c) Item 3 is incorporated herein by reference. In addition, on May 15,
2006, the Reporting Person transferred 2,900,000 shares of Common
Stock to The Lindsay A. Rosenwald 2000 (Delaware) Irrevocable
Indenture of Trust dated May 24, 2000, which is a trust established
for the benefit of the Reporting Person. The Reporting Person
disclaims beneficial ownership of the shares held by such Trust,
except to the extent of his pecuniary interest therein, if any.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby amended as follows:
(a) Paramount has acted as placement agent for the Issuer in private
placements of the Issuer's securities in April 2003, May 2003,
November 2003, December 2003, May 2005 and April 2006. In connection
with such activities, Paramount's designees (including the Reporting
Person himself) have received cash fees and warrants (described in
(d) below) to purchase securities of the Issuer. Although no
agreement has been executed, it is possible that Paramount will be
engaged by the Issuer to raise private capital in the future. The
Reporting Person is chairman, Chief Executive Officer and sole
stockholder of Paramount.
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(b) As a result of its contractual rights resulting from the Reporting
Person's purchase of securities of the issuer in December 2001, the
Reporting Person exercised his right to appoint a director of the
Company (Jay Lobell) and have an observer at meetings of the Board
of Directors.
(c) Included in the 7,336,264 warrants to purchase Shares referred to in
5(a)(ii) above, the Reporting Person owns 6,278,637 warrants to
purchase Shares at any time until December 12, 2008 at an exercise
price of $.46321 per share. The warrants contain certain
anti-dilution provisions providing for the adjustment of the
exercise price upon the occurrence of certain dividends,
subdivisions, combinations or reclassifications. In addition, the
exercise price is subject to adjustment following the occurrence of
any issuances of Shares or securities convertible into shares with a
sale or exercise price (as applicable) that is lower than the
current market price or exercise price under the warrants.
(d) Included in the 7,336,264 warrants to purchase Shares referred to in
5(a)(ii) above, the Reporting Person owns 1,057,627 warrants to
purchase Shares received by reporting person as placement
commissions a result of the Reporting Person's ownership interest in
Paramount (the "Placement Warrants"). The Placement Warrants include
(1) a unit purchase option to purchase (i) 568,135 Shares at $1.16
per share (subject to adjustment) on or before January 30, 2009 and
(ii) warrants to purchase 170,440 Shares at $1.37 per share (subject
to adjustment) on or before January 30, 2009; (2) warrants to
purchase 162,664 Shares at $1.30 per share (subject to adjustment)
on or before November 26, 2010; and (3) warrants to purchase 156,388
Shares at $1.60 per share (subject to adjustment) on or before
October 19, 2011. The Placement Warrants contain anti-dilution
provisions providing for the adjustment of the per share exercise
price upon the occurrence of stock dividends, subdivsions,
combinations and reclassifications and certain of the Placement
Warrants will adjust upon the issuance of Shares or securities
convertible into Shares with a sale or exercise price (as
applicable) that is lower than the current market price or exercise
price under the warrants.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 16, 2006
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
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Lindsay A. Rosenwald, M.D.
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