FILED PURSUANT TO RULES 424(b)(3) AND 424(c) REGISTRATION NO. 333-96813 PROSPECTUS SUPPLEMENT NO. 1 TO PROSPECTUS DATED OCTOBER 11, 2002 NEXMED, INC. 5,458,657 SHARES COMMON STOCK This prospectus supplement relates to the resale, from time to time of up to 5,458,657 shares of Common Stock of NexMed, Inc., a Nevada corporation, all of which are being offered by the selling shareholders named in the prospectus dated October 11, 2002 or in any amendments or supplements thereto. This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus, including any amendments or supplements thereto. The information in the table appearing under the heading "Selling Shareholders" in the prospectus is amended by adding the information below with respect to selling shareholders not previously listed in the prospectus, and by superceding the information with respect to selling shareholders previously listed in the prospectus. SELLING SHAREHOLDERS PERCENTAGE OF CLASS OWNED BY NUMBER OF PERCENTAGE OF THE SHARES NUMBER OF CLASS TO BE SELLING OF COMMON SHARES OF OWNED BY THE SHAREHOLDER STOCK COMMON STOCK SELLING NAME OF NUMBER OF SHARES OF BEFORE COVERED TO BE OWNED SHAREHOLDER SELLING COMMON STOCK OWNED THIS BY THIS AFTER THIS AFTER THIS SHAREHOLDER BEFORE THIS OFFERING OFFERING (13) PROSPECTUS OFFERING OFFERING (14) ----------- -------------------- ------------- ---------- -------- ------------- Griffin 34,471(2) * 34,471 0 * Securities, Inc. Friendly Capital 19,470 (15) * 19,470 0 * LLC * Less than 1%. (2) Consists of shares of Common Stock issuable on exercise of warrants issued as compensation for services rendered as a placement agent. (13) This percentage is calculated using as the numerator, the number of shares of Common Stock included in the prior column and as the denominator, 28,274,471 shares of Common Stock outstanding as of October 1, 2002 plus the number of shares of Common Stock issuable upon the exercise of options, warrants or other convertible securities held by the selling shareholder before this offering. (14) This percentage is calculated using as the numerator, the number of shares of Common Stock included in the prior column and as the denominator, 28,274,471 shares of Common Stock outstanding as of October 1, 2002 plus the number of shares of Common Stock issuable upon the exercise of options, warrants or other convertible securities held by the selling shareholder after this offering, assuming the sale by the selling shareholder of all of its shares covered by this prospectus. (15) Consists of shares of Common Stock issuable on exercise of warrants issued to Griffin Securities, Inc. as compensation for services rendered as a placement agent, which warrants were transferred to the selling shareholder in October 2004. --------------------- THE SHARES OFFERED IN THE PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS, IN DETERMINING WHETHER TO PURCHASE SHARES OF OUR COMMON STOCK. --------------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE PROSPECTUS OR THIS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 18, 2004
