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
June 29, 2007
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 (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
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 1.02. Termination of a Material Definitive Agreement.
On June 29, 2007, the Securities Purchase Agreement between our Company and the
purchasers named therein was terminated following the American Stock Exchange's
notice that the Company is not in compliance with certain listing standards. The
terms and conditions of the agreement are described in our Current Report on
Form 8-K dated June 19, 2007. The Company believes that a proposed new pricing,
based on the current trading price of its common stock, would be excessively
dilutive and not in the best interest of its shareholders. The Company is
evaluating other financing alternatives.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 News release of Pro-Pharmaceuticals, Inc. dated July 2, 2007.
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/ David Platt
-------------------------------
David Platt
Chief Executive Officer
Date: July 2, 2007