As disclosed on December 15, 2006, NovaDel Pharma Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain accredited investors, pursuant to which the Company issued and sold an aggregate of 9,823,983 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) at a purchase price of $1.45 per share, and warrants to purchase up to approximately 3,929,593 shares of Common Stock, which will not be exercisable until the six (6) month anniversary of the date of issuance and shall expire five (5) years from the date they become exercisable, at an exercise price of $1.70 per share (the “Warrant”).

The private placement closed on December 27, 2006.  The Company received gross proceeds equal to approximately $12.8 million, with an additional $1.4 expected in early January, 2007.

Oppenheimer & Co. Inc. (“Oppenheimer”) has acted as the lead placement agent for this private placement, with Griffin Securities, Inc. (“Griffin,” together with Oppenheimer, the “Placement Agents”) acting as co-placement agent.  The Placement Agents shall receive compensation for acting as Placement Agents made up of cash compensation equal to 7% of the proceeds from the sale of the Common Stock, or approximately $997,134, and warrants to purchase shares of Common Stock equal to 5% of the shares of Common Stock purchased, subject to certain exclusions, or warrants to purchase 491,199 shares (such warrants will have the same terms as those issued to the investors), plus expenses. The Company will receive net proceeds of $13.0 million, after deducting commissions and estimated expenses.

The securities sold in this private placement were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder, based in part upon the Company’s reliance upon the truth and accuracy of each of the representations made by the investors in the Securities Purchase Agreement and that (i) all of the investors were “accredited” within the meaning of Rule 501(a); (ii) the transfer of the securities pursuant to the Securities Purchase Agreement were restricted by the Company in accordance with Rule 502(d); (iii) there were no non-accredited investors in the transaction within the meaning of Rule 506(b), after taking into consideration all prior investors under Section 4(2) of the Securities Act within the twelve months preceding the transaction; and (iv) none of the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c). As such, the securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act. In accordance with the terms of the Securities Purchase Agreement, the Company has agreed to file a resale registration statement on Form S-3 on or prior to 30 days after closing to register, pursuant to the Securities Act, the shares of Common Stock and shares of Common Stock underlying the Warrants, acquired by the investors.

A complete copy of each of the form of Warrant, Securities Purchase Agreement and Placement Agent Agreement are filed herewith as Exhibits 4.1, 10.1 and 10.2 respectively, and are incorporated herein by reference. The foregoing descriptions of: (i) the Warrant; (ii) the Securities Purchase Agreement; and (iii) the Placement Agent Agreement; and any other documents or filings referenced herein are qualified in their entirety by reference to such exhibits, documents or filings. A copy of the Company’s press release is filed herewith as Exhibit 99.1.