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
April 10, 2008
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 of Incorporation) |
(Commission File Number) | (IRS Employer 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 4.01 | Changes in Registrant’s Certifying Accountants. |
On April 10, 2008, Pro-Pharmaceuticals, Inc. (the “Company”), based on the decision of the Audit Committee of its Board of Directors, dismissed Deloitte & Touche LLP (“D&T”) as the Company’s independent registered public accounting firm and engaged Vitale Caturano & Company, Ltd. (“Vitale”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008. On April 14, 2008 the Company issued a news release announcing the change in its independent registered public accounting firm.
D&T’s reports on the Company’s financial statements for the years ended December 31, 2007 and 2006 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2007 and 2006 and through the date of dismissal, there were no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to D&T’s satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company’s consolidated financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.
The Company provided D&T with a copy of the disclosures in the preceding two paragraphs and requested in writing that D&T furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. D&T provided a letter, dated April 14, 2008 stating its agreement with such statements, which is included as an exhibit to this Form 8-K.
During the years ended December 31, 2007 and 2006 and through the date of the Audit Committee’s decision, the Company did not consult Vitale with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
The Company is filing an amendment to its preliminary proxy statement for the 2008 annual meeting of stockholders that includes certain disclosure contained in this report.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed as part of this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 16.1 | Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated April 14, 2008 with respect to the disclosure in this Form 8-K. | |
| 99.1 | News release dated April 14, 2008 by Pro-Pharmaceuticals, Inc. announcing the change of independent registered public accounting firm. | |
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/ Anthony D. Squeglia | |
| Anthony D. Squeglia | ||
| Chief Financial Officer | ||
Date: April 14, 2008
Exhibit 16.1
| Deloitte | Deloitte Tax LLP 200 Berkeley Street Boston, MA 02116-5022 USA
Tel: +1 617 437 2000 Fax: + 1 617 437 2111 www.deloitte.com |
April 14, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561
Dear Sirs/Madams:
We have read Item 4.01 of Pro-Pharmaceuticals, Inc.’s Form 8-K dated April 10, 2008, and have the following comments:
| 1. | We agree with the statements made in paragraphs two, three and four. |
| 2. | We have no basis on which to agree or disagree with the statements made in the first, fifth and sixth paragraphs. |
Yours truly,
/s/ Deloitte & Touche LLP
Boston, Massachusetts
Exhibit 99.1
PRO-PHARMACEUTICALS ANNOUNCES CHANGE IN AUDITORS
Newton, Mass. (April 14, 2008) – Pro-Pharmaceuticals, Inc. (Amex: PRW), a developer of targeted therapeutic compounds, today announced it has selected Vitale Caturano & Company Ltd. to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008. Vitale Caturano replaces the Company’s previous independent registered public accountants, Deloitte & Touche LLP.
“We have had a very positive relationship with Deloitte over the years and appreciate their support,” said Anthony D. Squeglia, Chief Financial Officer, Pro-Pharmaceuticals. “We are evaluating all significant corporate expenses and believe that Vitale Caturano offers our shareholders the best combination of cost savings and quality. We look forward to working with their team.”
Pro-Pharmaceuticals, Inc. – Advancing Drugs Through Glycoscience®
Pro-Pharmaceuticals is a clinical stage company engaged in the discovery, development and commercialization of targeted therapeutic compounds for advanced treatment of cancer, liver, microbial and inflammatory diseases. The Company’s initial focus is the development of carbohydrate polymers to treat cancer patients. DAVANAT®, the Company’s lead drug, is a polysaccharide whose mechanism of action is based upon binding to lectins on the cell surface. The Company’s technology is also being developed to treat serious diseases such as liver and kidney fibrosis. 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 future expectations, plans and prospects for the Company constitute forward-looking statements as defined in the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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. We caution investors that actual results or business conditions may differ materially from those projected or suggested in forward-looking statements and not place undue reliance on forward-looking statements.
More information about those risks and uncertainties is contained and discussed in the Company’s most recent quarterly or annual report and in the Company’s other reports filed with the Securities and Exchange Commission. The forward-looking statements represent the Company’s views as of the date of this news release and should not be relied upon to represent the Company’s views as of a subsequent date. 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.
Advancing Drugs Through Glycoscience and DAVANAT are registered trademarks of Pro-Pharmaceuticals.
Contact: Pro-Pharmaceuticals, Inc., Anthony D. Squeglia: 617.559.0033; squeglia@pro-pharmaceuticals.com.