UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 9, 2007
Date of Report (Date of earliest event reported)
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PRO-PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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NEVADA 000-32877 04-3562325
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) 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)
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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
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
(17 CFR 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))
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Other Events
Item 8.01 Other Events.
Notice of Proposed Unregistered Offering pursuant to Rule 135c under the
Securities Act of 1933
The securities offered will not be and have not been registered under the
Securities Act of 1933 and may not be offered and sold in the United States
absent registration or an applicable exemption from registration requirements.
Pro-Pharmaceuticals, Inc. plans to offer unregistered securities in a private
placement financing. The securities will be offered solely to institutional and
other accredited investors and may be in the form of common stock, convertible
preferred or debt securities, warrants or some combination of securities. The
Company has engaged an investment bank to assist it with the offering. The
Company intends to use the proceeds of the offering for working capital,
505(b)(2) applications to the U.S. Food and Drug Administration and its clinical
trials.
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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/ Carl L. Lueders
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Carl L. Lueders
Chief Financial Officer
Date: August 9, 2007
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