UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

TODate ~~SECTION~~of 13report ~~OR 15~~(DDate of earliest event reported): OFFebruary ~~THE~~2, 2012

~~SECURITIES~~NOVADEL ~~EXCHANGE~~PHARMA ~~ACT~~INC. OF(Exact ~~1934~~Name of Registrant as Specified in Its Charter)

Date of report (Date of earliest event reported): January 30, 2012

NOVADEL PHARMA INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware	001-32177	22-2407152
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

1200 Route 22 East, Suite 2000 Bridgewater, NJ 08807(Address of principal executive offices) (Zip Code)

~~Bridgewater~~ (908) 203-4640 (Registrant’s telephone number, NJincluding ~~08807~~area code)

N/A (~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices)~~address, ~~(Zip Code~~if changed since last report)

(908) 203-4640

(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):

£o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) £o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) £o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) £o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~January~~February 302, 2012, NovaDel Pharma Inc., a Delaware corporation (the “Company”), ~~provided~~entered ~~Dr.~~into a ~~David~~binding H.term ~~Bergstrom,~~sheet ~~the~~with ~~Company’s~~Apricus ~~Senior~~Biosciences, ~~Vice~~Inc. ~~President~~(“Apricus”) ~~and~~whereby ~~Chief Operating~~the ~~Officer,~~Company ~~with~~has aagreed ~~notice~~to of(i) ~~termination~~sell ofto ~~his~~Apricus ~~employment~~certain ~~with~~intellectual property rights relating to the Company’s ~~effective~~nitroglycerin ~~January~~lingual ~~31,~~spray ~~2012.~~and ~~Dr.~~(ii) ~~Bergstrom’s~~grant ~~departure constitutes~~Apricus a perpetual ~~termination~~exclusive ~~without~~royalty-free ~~“Cause”~~license asto ~~defined~~commercialize ~~under~~ the ~~employment~~Company’s nitroglycerin ~~agreement~~lingual spray, ~~dated~~in ~~December~~each 4,case ~~2006~~for asall ~~amended~~countries, territories and ~~from~~possessions ~~time~~of tothe ~~time~~world (outside of the ~~“Employment~~United ~~Agreement”)~~States and its possessions, territories ~~between~~and ~~the~~commonwealths, ~~Company~~Canada and ~~Dr.~~Mexico ~~Bergstrom~~(collectively, the “Transaction”).

The ~~Employment Agreement~~Company isand ~~attached~~Apricus asintend ~~Exhibit~~to ~~10.1~~enter into a definitive asset sale and license agreement to memorialize the ~~Company’s~~terms ~~Current~~of ~~Report~~the onTransaction ~~Form~~set ~~8-K~~forth ~~filed~~in ~~with~~ the ~~Securities~~Term ~~and~~Sheet ~~Exchange~~on ~~Commission~~or onbefore ~~December~~February 89, ~~2006,~~2012. asAs ~~amended~~consideration byfor ~~the~~entering ~~Amendment~~into to the ~~Employment~~asset ~~Agreement,~~sale ~~dated~~and license ~~July 5~~agreement, ~~2011,~~Apricus ~~between~~will pay the Company ~~and~~an ~~Dr.~~amount ~~Bergstrom~~equal to $200,000. In ~~which~~the isevent ~~attached~~the asparties ~~Exhibit~~fail ~~10.1~~ to enter into a definitive asset sale and license agreement by February 9, 2012, the ~~Company’s~~terms ~~Current~~and ~~Report~~conditions onof ~~Form~~the ~~8-K~~Term ~~filed~~Sheet ~~with~~shall govern the ~~Securities~~Transaction and ~~Exchange~~the ~~Commission~~Transaction shall close pursuant to the terms of the Term Sheet on ~~July~~February 810, ~~2011~~2012.

~~SIGNATURES~~A complete copy of the Term Sheet is attached to this Form 8-K. The foregoing description of the Term Sheet is qualified in its entirety by reference to such document.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements of~~Statements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

NovaDel Pharma Inc. By: /s/ STEVEN B. RATOFF Name: Steven B. Ratoff Title: President, Chief Executive Officer, Interim Chief Financial Officer and Secretary


	(d)		Exhibits

	Exhibit No.		Description


	10.1		Term Sheet, dated February 2, 2012, by and between the Company and Apricus Biosciences, Inc.

~~Date: February 1, 2012~~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.


	By:	/s/ STEVEN B. RATOFF

	Name:	Steven B. Ratoff
	Title:	President, Chief Executive Officer and Interim Chief Financial Officer

Date: February 8, 2012

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