Registration No. 333-74604
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 2
PRO-PHARMACEUTICALS, INC.
(Name of Small Business Issuer in its Charter)
Nevada 8731 04-3562325
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
189 Wells Avenue, Suite 200
Newton, Massachusetts 02459
(617) 559-0033
(Address and Telephone Number of
Principal Executive Offices)
David Platt, Ph.D.
President and Chief Executive Officer
Pro-Pharmaceuticals, Inc.
189 Wells Avenue, Suite 200
Newton, Massachusetts 02459
(617) 559-0033
(Name, Address and Telephone Number
of Agent for Service)
with copies to:
Jonathan C. Guest, Esq.
Perkins, Smith & Cohen, LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 854-4000
Approximate date of re-commencement of proposed sale to the public: As
soon as possible after this Post-Effective No. 2 to the Form SB-2 Registration
Statement is declared effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Number of Proposed Maximum Proposed Maximum
Securities to be Units/Shares to be Offering Price per Aggregate Offering Amount of
Registered Registered (1) Unit (2) Price (3) Registration Fee (3)
Common Stock,
$.001 par value 2,650,462 $3.50 $9,276,617 $2,811*
(1) Total represents 1,428,572 shares of Common Stock to be offered by the
Registrant and up to 1,221,890 already issued shares of the Common Stock
of the Registrant to be offered by selling security holders of the
Registrant. In the event of a stock split, stock dividend or similar
transaction involving the Common Stock of the Registrant, in order to
prevent dilution, the number of shares registered shall be automatically
increased to cover additional shares in accordance with Rule 416(a) under
the Securities Act.
(2) Represents proposed maximum price per share of Common Stock to be offered
by the Registrant.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act, based on proposed
maximum offering price per share of Common Stock to be offered by the
Registrant.
* Filing fees were paid with respect to all of the shares of common stock at
the time of the initial filing of the Company's Form SB-2 registration.
------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
PRO-PHARMACEUTICALS, INC.
Deregistration of 1,242,573 Unsold Shares
This Post-Effective Amendment No. 2 to our Registration Statement on Form
SB-2 (Registration No. 333-74604) effective December 12, 2001, as amended by
Post-Effective Amendment No. 1 effective April 30, 2002, removes from
registration 1,242,573 shares of our common stock which remained unsold at the
termination of our "best efforts" offering of these shares as of the close of
business on June 11, 2002.
The offering of 1,221,890 of our shares by the selling stockholders
identified in the prospectus contained within the Registration Statement is
still ongoing.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Post-Effective Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in Newton, Massachusetts on June 28, 2002.
PRO-PHARMACEUTICALS, INC.
Registrant
By: /s/ David Platt
-----------------------------
Name: David Platt, Ph.D.
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David Platt President, Chief Executive Officer, June 28, 2002
- --------------------------- Treasurer, Secretary and Director
David Platt, Ph.D. (Principal Executive, Financial and
Accounting Officer)
* Director June 28, 2002
- ---------------------------
James C. Czirr
* Director June 28, 2002
- ---------------------------
Peter L. Hauser
* Director June 28, 2002
- ---------------------------
Burton C. Firtel
* Director June 28, 2002
- ---------------------------
Dale H. Conaway, D.V.M.
* Director June 28, 2002
- ---------------------------
David H. Smith
* Director June 28, 2002
- ---------------------------
Edgar Ben-Josef, M.D.
* By David Platt,
attorney-in-fact
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