SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* 10X FUND LP (Last) (First) (Middle) 1099 FOREST LAKE TERRACE (Street) NICEVILLE FL 32578 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/12/2009	3. Issuer Name and Ticker or Trading Symbol PRO PHARMACEUTICALS INC [ PRWP.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B-1 Preferred Stock	(1)	(1)	Common Stock	900,000	0.5	I(2)	See Footnotes(2)(3)
Class A-1 Warrants (right to buy)	02/12/2009	02/12/2014	Common Stock	1,800,000	0.5	I(2)	See Footnotes(2)(3)
Class A-2 Warrants (right to buy)	02/12/2009	02/12/2014	Common Stock	1,800,000	0.5	I(2)	See Footnotes(2)(3)
Class B Warrants (right to buy)	02/12/2009	02/12/2014	Common Stock	7,200,000	0.5	I(2)	See Footnotes(2)(3)

1. Name and Address of Reporting Person* 10X FUND LP (Last) (First) (Middle) 1099 FOREST LAKE TERRACE (Street) NICEVILLE FL 32578 (City) (State) (Zip)

1. Name and Address of Reporting Person* 10X Capital Management, LLC (Last) (First) (Middle) 1099 FOREST LAKE TERRACE (Street) NICEVILLE FL 32578 (City) (State) (Zip)

Explanation of Responses:

1. Each share of Series B-1 Convertible Preferred Stock is convertible into four shares of Issuer's common stock at a conversion price of $0.50 per share (subject to customary anti-dilution protection adjustments) at the option of (a) the holder, at any time and (b) Issuer, at any time after February 12, 2010 (and upon 10 days notice) if the Issuer's common stock is quoted at or above $1.50 per share for 15 consecutive trading days and an effective registration statement regarding the underlying shares of Issuer's common stock is in effect (subject to certain monthly volume limits). The shares of Series B-1 Convertible Preferred Stock do not expire.

2. 10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of a portion of the securities owned directly by 10X Fund, L.P. equal to its 20% interest in the profits of 10X Fund, L.P. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

3. Excludes (i) up to 2,100,000 shares of Series B-2 Preferred Stock convertible into 8,400,000 shares of Common Stock; (ii) Class A-1 Warrants exercisable to purchase up to 4,200,000 shares of Common Stock; (iii) Class A-2 Warrants exercisable to purchase up to 4,200,000 shares of Common Stock; and (iv) Class B Warrants exercisable to purchase up to 16,800,000 shares of Common Stock that 10X Fund, L.P. may purchase from Issuer within 60 days of the date hereof pursuant to a Securities Purchase Agreement dated February 12, 2009 between Issuer and 10X Fund, L.P.

Remarks:

This statement is a joint filing by 10X Fund, L.P. and 10X Capital Management, LLC, a Florida limited liability company and the general partner of 10X Fund, L.P.

	10X Capital Management, LLC, /s/ Rod D. Martin, Managing Member	03/16/2009
	10X Fund, LP, by 10X Capital Management, LLC, its General Partner, /s/ Rod D. Martin, Managing Member	03/16/2009
	** Signature of Reporting Person	Date
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