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
June 22, 2007
Date of Report
(Date of earliest event reported)
PRO-PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Nevada 000-32877 04-3562325
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) 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)
(Former name or former address, if changed since last report)
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:
|_| 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing
On June 22, 2007, the Company received a notice from the American Stock Exchange
Listing Qualifications Department that it is reviewing the Company's eligibility
for continued listing. Specifically, the notice cited that the Company does not
comply with the Amex's minimum $2 million stockholders' equity and losses from
continuing operations and/or net losses in two of its last three years set forth
in Section 1003 (a) (i) of the Amex Company Guide. To facilitate the review, the
Company has been asked to provide, on or before July 23, 2007, a specific plan
and timeframe to achieve and sustain compliance with all Amex market listing
requirements. The Company intends to submit a plan to regain compliance on or
before the requested date. A copy of Pro-Pharmaceuticals news release is
attached as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 News release of Pro-Pharmaceuticals, Inc. dated June 26, 2007.
SIGNATURE
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 thereunto duly authorized.
PRO-PHARMACEUTICALS, INC.
By: /s/ Carl L. Lueders
-------------------
Carl L. Lueders
Chief Financial Officer
Date: June 26, 2007
Exhibit 99.1
Pro-Pharmaceuticals Reports Receipt of Notice from Amex
NEWTON, Mass.--(BUSINESS WIRE)--June 26,
2007--Pro-Pharmaceuticals, Inc. (Amex: PRW), a company "Advancing
Drugs Through Glycoscience(R)", today reported that on June 22, 2007,
the Company received a notice from the American Stock Exchange Listing
Qualifications Department that it is reviewing the Company's
eligibility for continued listing. Specifically, the notice cited that
the Company does not comply with the Amex's minimum $2 million
stockholders' equity and losses from continuing operations and/or net
losses in two of its last three years set forth in Section 1003 (a)
(i) of the Amex Company Guide. To facilitate the review, the Company
has been asked to provide, on or before July 23, 2007, a specific plan
and timeframe to achieve and sustain compliance with all Amex market
listing requirements. The Company intends to submit a plan to regain
compliance on or before the requested date.
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 forward-looking statements include statements
regarding the expected closing of the private placement and the
anticipated use of proceeds. 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