UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 29, 2007
Date of Report (Date of earliest event reported)
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PRO-PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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NEVADA 000-32877 04-3562325
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
7 WELLS AVENUE
NEWTON, MASSACHUSETTS
02459
(Address of Principal Executive Offices) (Zip Code)
(617) 559-0033
(Registrant's telephone number, including area code)
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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))
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Item 1.02. Termination of a Material Definitive Agreement.
On June 29, 2007, the Securities Purchase Agreement between our Company and the
purchasers named therein was terminated following the American Stock Exchange's
notice that the Company is not in compliance with certain listing standards. The
terms and conditions of the agreement are described in our Current Report on
Form 8-K dated June 19, 2007. The Company believes that a proposed new pricing,
based on the current trading price of its common stock, would be excessively
dilutive and not in the best interest of its shareholders. The Company is
evaluating other financing alternatives.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 News release of Pro-Pharmaceuticals, Inc. dated July 2, 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.
By: /s/ David Platt
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David Platt
Chief Executive Officer
Date: July 2, 2007
Exhibit 99.1
Pro-Pharmaceuticals Terminates Financing Agreement
The Company is Evaluating other Financing Alternatives
NEWTON, Mass.--July 2, 2007--Pro-Pharmaceuticals, Inc. (Amex:
PRW), a company "Advancing Drugs Through Glycoscience(R)", today
announced that the Securities Purchase Agreement between the Company
and the investors was terminated following the American Stock
Exchange's notice that the Company is not in compliance with certain
listing standards. The Company believes that a proposed new pricing,
based on the current trading price of its common stock, would be
excessively dilutive and not in the best interest of its shareholders.
The Company is evaluating other financing alternatives.
Pro-Pharmaceuticals, Inc. - Advancing Drugs Through
Glycoscience(R)
Pro-Pharmaceuticals, Inc. is engaged in the discovery,
development, and commercialization of therapeutic compounds for
advanced treatment of cancer, liver, microbial, cardiovascular and
inflammatory diseases. The Company's initial focus is the development
of a new generation of anti-cancer treatments using polymers with the
intent of enhancing the safety and efficacy of chemotherapy agents.
The Company's technology also is directed at "rescuing" drugs that
were shelved for toxicity or "half-life" issues; increasing the
solubility of existing drugs, and developing polymers as new chemical
entities. Founded in 2000, the Company is headquartered in Newton,
Mass. Additional information is available at
www.pro-pharmaceuticals.com.
FORWARD LOOKING STATEMENTS: Any statements in this news release
about this or future financings, expectations, plans and prospects for
the Company, including without limitation statements containing the
words "believes," "anticipates," "plans," "expects," and similar
expressions, constitute forward-looking statements as defined in the
"safe harbor" provisions of the Private Securities Litigation Reform
Act of 1995. Such factors include uncertainties as to the utility and
market for the Company's potential products; uncertainties associated
with pre-clinical and clinical trials of the Company's product
candidates; the Company's limited experience in product development
and expected dependence on potential licensees and collaborators for
commercial manufacturing, sales, distribution and marketing of its
potential products; possible development by competitors of competing
products and technologies; lack of assurance regarding patent and
other protection of its proprietary technology; compliance with and
change of government regulation of the Company's activities,
facilities and personnel; uncertainties as to the extent of
reimbursement for the Company's potential products by government and
private health insurers, and the Company's history of operating losses
and accumulated deficit. These forward-looking statements are based on
management's current expectations and are subject to a number of
factors and uncertainties, which could cause actual results to differ
materially from those described in such statements. More information
about those risks and uncertainties is contained in the Company's
quarterly or annual report, Form 8-K and in the Company's other
reports filed with the Securities and Exchange Commission. While the
Company anticipates that subsequent events may cause the Company's
views to change, the Company disclaims any obligation to update such
forward-looking statements.
DAVANAT and Advancing Drugs Through Glycoscience are registered
trademarks of Pro-Pharmaceuticals.
CONTACT: Pro-Pharmaceuticals, Inc.
Anthony D. Squeglia, 617-559-0033
squeglia@pro-pharmaceuticals.com