- Current report filing (8-K)
November 20 2008 - 7:00AM
Edgar (US Regulatory)
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
November
14, 2008
Date
of Report
(Date
of earliest event reported)
PRO-PHARMACEUTICALS,
INC.
(Exact
name of Registrant as specified in its charter)
Nevada
|
000-32877
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04-3562325
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(State
or other jurisdiction of
incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer
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)
(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 November 14, 2008, Pro-Pharmaceuticals, Inc. (the “Company”)
announced that its Board of Directors approved a rights offering by the
Company to its stockholders whereby the Company would distribute
subscription rights to purchase common stock and warrants (“Rights
Offering”). A copy of the news release announcing the approval by the
Board of the Rights Offering is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
On November 20, 2008, the Company announced that it filed a Registration
Statement with the Securities and Exchange Commission in connection with
the Rights Offering. Under the proposed terms of the Rights Offering,
the Company plans to distribute at no charge to its existing holders of
its common stock on the record date, non-transferable subscription
rights to purchase shares of the Company’s common stock and Series C
warrants. A copy of the news release announcing the filing of the
Registration Statement in connection with the Rights Offering is
attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The Company has notified the NYSE Alternext US (the “Exchange”) that it
is appealing the delisting decision that it received from the Exchange
on November 7, 2008 as a result of the Company’s failure to comply with
the Exchange’s continuing listing requirements. A hearing on the
Company’s appeal has been scheduled for December 23, 2008.
ITEM
9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions
Not applicable.
(d) Exhibits.
See Exhibit Index.
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.
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PRO-PHARMACEUTICALS, INC.
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By:
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/s/ Anthony D. Squeglia
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Anthony D. Squeglia
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Chief Financial Officer
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Date:
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November 20, 2008
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EXHIBIT
INDEX
Exhibit
Number
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Description
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|
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99.1
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News release of Pro-Pharmaceuticals, Inc., dated November 14,
2008, entitled “Pro-Pharmaceuticals to Commence Rights Offering to
Shareholders”.
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99.2
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News release of Pro-Pharmaceuticals, Inc., dated November 20,
2008, entitled “Pro-Pharmaceuticals Files Registration Statement
for Rights Offering to its Shareholders”.
|
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