UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K -------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 16, 2007 Date of Report (Date of earliest event reported) -------------------- PRO-PHARMACEUTICALS, INC. (Exact Name of Registrant as Specified in Charter) -------------------- NEVADA 000-32877 04-3562325 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 7 WELLS AVENUE NEWTON, MASSACHUSETTS 02459 (Address of Principal Executive Offices) (Zip Code) (617) 559-0033 (Registrant's telephone number, including area code) -------------------- 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): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On January 16, 2007, we received a letter from Burton C. Firtel, one of our directors, notifying us of Mr. Firtel's resignation from the Board of Directors of Pro-Pharmaceuticals, Inc. effective immediately. A copy of Mr. Firtel's resignation letter is filed herewith as Exhibit 17.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 17.1 Letter of Burton C. Firtel to David Platt, Chief Executive Officer of Pro-Pharmaceuticals, Inc., dated January 11, 2007 - -------------------------------------------------------------------------------- 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. PRO-PHARMACEUTICALS, INC. Date: January 16, 2007 By: /s/ David Platt ------------------------------------ David Platt Chief Executive Officer - -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Number Exhibit - ------- ---------------------------------------------------------------- 17.1 Letter of Burton C. Firtel to David Platt, Chief Executive Officer of Pro-Pharmaceuticals, Inc., dated January 11, 2007
Exhibit 17.1 Burton C. Firtel 19533 Island Court Drive Boca Raton, Florida 33434 Dr. David Platt, CEO Pro-Pharmaceuticals, Inc. 7 Wells Avenue Newton, MA. 02459 Dear David, Effective immediately, I am resigning from the Board of Directors of Pro-Pharmaceuticals. This past September, it was suggested that I think about resigning from the board but remain a "friend" of the company. I found that idea to be a contradiction. My recent offer to become an employee and organize a marketing department in the anticipation of an FDA approval for Davanat was denied. That along with unfulfilled promises made to me, led me to this decision. It is my sincere hope that Pro succeeds in its' quest for a drug approval. Sincerely, /s/ Burt Burton C. Firtel 1-11-07