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 Date of Report (Date of earliest event reported): July 28, 2005 PRO-PHARMACEUTICALS, INC. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-32877 04-3562325 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 189 Wells Avenue, Newton, Massachusetts 02459 - ----------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (617) 559-0033 --------------- Not Applicable - -------------------------------------------------------------------------------- (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 8.01 Other Events. On July 28, 2005, Pro-Pharmaceuticals, Inc. issued a news release announcing the termination of SEC investigation. 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 July 28, 2005.
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/ David Platt --------------------------------- David Platt President and Chief Executive Officer Date: July 28, 2005
Exhibit 99.1 Pro-Pharmaceuticals Announces Termination of SEC Investigation NEWTON, Mass.--(BUSINESS WIRE)--July 28, 2005--Pro-Pharmaceuticals, Inc. (Amex: PRW), a developer of novel cancer therapeutics to target cancer cells through carbohydrate chemistry, today received written notification from the Securities and Exchange Commission that the SEC has terminated its investigation of the Company, begun in October 2003, without recommendation of any enforcement action. Pro-Pharmaceuticals, Inc. - Advancing Drugs Through Glycoscience(R) Pro-Pharmaceuticals is a drug development company commercializing a new generation of anti-cancer treatments using carbohydrate compounds to Glyco-Upgrade(TM) the safety and efficacy of FDA-approved chemotherapy drugs. The Company has been conducting pre-clinical studies for irinotecan, doxorubicin, oxaliplatin, paclitaxel, cisplatin, and most recently with bevacizumab both in combination with DAVANAT(R) and other polysaccharide compounds. Human colon and breast xenography are being used to optimize formulations and results show that DAVANAT(R) exhibits a broad spectrum of activity with tested drugs. 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, 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. Because of uncertainties and risks facing the Company, many of which are outside of the Company's control, future events could cause actual results to differ materially from those indicated by such statements. More information about those risks and uncertainties is contained and discussed in the "Management Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" sections of 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 herein represent the Company's views as of the date of this press 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. DAVANAT and Advancing Drugs Through Glycoscience are registered trademarks of Pro-Pharmaceuticals. Glyco-Upgrade, CARBOSOME and UNIVERSAL CARBOHYDRATE LINKER TECHNOLOGY are trademarks of Pro-Pharmaceuticals. CONTACT: Pro-Pharmaceuticals, Inc. Anthony D. Squeglia, 617-559-0033 squeglia@pro-pharmaceuticals.com.