a5469016.htm
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
August
10, 2007
Date
of Report (Date of earliest event reported)
PRO-PHARMACEUTICALS,
INC.
(Exact
Name of Registrant as Specified in Charter)
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NEVADA
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000-32877
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04-3562325
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Regulation
Fair Disclosure
Item 7.01.
Regulation FD Disclosure.
The
information in this Report, including the slides attached hereto as Exhibit
99.1, is being furnished pursuant to this Item 7.01 and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of that section,
and it shall not be deemed incorporated by reference in any filing under the
Securities Act of 1933 or under the Exchange Act, whether made before or after
the date hereof, except as expressly set forth by specific reference in such
filing to this Report.
By
filing
this Report and furnishing this information, the Company makes no admission
as
to the materiality of any information in this Report. The information contained
in the slides is summary information that is intended to be considered in the
context of the Company’s filings with the Securities and Exchange Commission
(the “SEC”) and other public announcements that the Company makes, by news
release or otherwise, from time to time. The Company undertakes no duty or
obligation to publicly update or revise the information contained in this
Report, although it may do so from time to time as its management believes
is
appropriate. Any such updating may be made through the filing of other reports
or documents with the SEC, through news releases or through other public
disclosure.
The
Company cautions you that information included in the slides attached hereto
as
Exhibit 99.1 that are not a description of historical facts are forward-looking
statements that involve risks, uncertainties, assumptions and other factors
that, if they do not materialize or prove to be accurate, could cause the
Company’s results to differ materially from historical results or those
expressed or implied by such forward-looking statements. Such forward-looking
statements are made based on management’s current expectations and beliefs and
should not be regarded as a statement or representation by the Company that
any
of its plans, including its anticipated milestones, will be achieved on time
or
at all. The potential risks and uncertainties that could cause actual results
to
differ materially include, but are not limited to: the risk that the Company
will be unable to raise sufficient capital to fund the projects necessary to
meet its anticipated or stated goals and milestones; the potential to attract
a
strategic partner and the terms of any related transaction; the ability to
timely enroll subjects in the Company’s current and anticipated clinical trials;
the potential for DAVANAT® to receive regulatory approval for one or more
indications on a timely basis or at all, and the uncertain process of seeking
regulatory approval; other difficulties or delays in developing, testing,
manufacturing and marketing of and obtaining regulatory approval for DAVANAT®;
the market potential for carbohydrate-based compounds, and the Company’s ability
to compete in those markets; unexpected adverse side effects or inadequate
therapeutic efficacy of DAVANAT® or the Company’s other products that could
delay or prevent regulatory approval or commercialization, or that could result
in recalls or product liability claims; the risk that pre-clinical results
are
not indicative of the success of subsequent clinical trials and that products
will not perform as pre-clinical data suggests or as otherwise anticipated;
the
potential for regulatory authorities to require additional pre-clinical work
or
other clinical requirements to support regulatory filings; the scope and
validity of patent protection for DAVANAT® and the Company’s other product
candidates; and other risks and uncertainties more fully described in the
Company’s news releases and periodic filings with the Securities and Exchange
Commission. The Company’s public filings with the Securities and Exchange
Commission are available at http://www.sec.gov.
You
are
cautioned not to place undue reliance on these forward-looking statements,
which
speak only as of the date when made. All forward-looking statements are
qualified in their entirety by this cautionary statement and the Company assumes
no obligation to revise or update any forward-looking statement, including
any
information included in the slides attached hereto as Exhibit 99.1, to reflect
events or circumstances arising after the date on which it was made. This
caution is made under the safe harbor provisions of Section 21E of the
Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the
liabilities of that section, and it shall not be deemed incorporated by
reference in any filing under the Securities Act of 1933 or under the Exchange
Act, whether made before or after the date hereof, except as expressly set
forth
by specific reference in such filing to this Report.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits.
The
list
of exhibits called for by this Item is incorporated by reference to the Index
to
Exhibits filed with this report.
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.
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PRO-PHARMACEUTICALS,
INC.
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/s/
Carl L. Lueders
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Carl
L. Lueders
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Chief
Financial Officer
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Date:
August 10, 2007
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
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99.1
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Pro-Pharmaceuticals
Presentation Slides - dated August 10,
2007
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