8-K

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

November 2, 2006

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 Jurisdiction of Incorporation)	(Commission File Number)	(IRS 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)

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 7.01. Regulation FD Disclosure.

David Platt, Ph.D., Chief Executive Officer of Pro-Pharmaceuticals, Inc. (“Company”) on November 2, 2006 presented an updated corporate presentation as reflected in the slides attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) at the MASS Opportunities: A Biotechnology Investment Conference at the Hilton Logan Airport Hotel in Boston, Massachusetts.

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 press 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 press 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 preclinical results are not indicative of the success of subsequent clinical trials and that products will not perform as preclinical data suggests or as otherwise anticipated; the potential for regulatory authorities to require additional preclinical 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 press 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.

PRO-PHARMACEUTICALS, INC.
By:	/s/ Carl L. Lueders
	Carl L. Lueders
	Chief Financial Officer

Date: November 2, 2006

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	MASS Opportunities: A Biotechnology Investment Conference Presentation Slides - dated November 2, 2006

EX-99.1

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Amex: P R W

Forward Looking Statements

Any

statements

in

this

presentation

about

future

expectations,

plans

and

prospects

for

the

Company,

including

statements

containing

the

words

"believes,"

"anticipates,"

"plans,"

"expects,"

and

similar

expressions,

constitute

forward

looking

statements,

which

are

subject

to

the

safe

harbor

for

such

statements

in

the

Private

Securities

Litigation

Reform

Act

of

1995.

Future

events

could

cause

actual

results

to

differ

materially

from

those

indicated

by

such

statements.

Reference

is

made

to

the

factors

discussed

in

the

“Management

Discussion

and

Analysis"

and

"Risk

Factors"

sections

of

the

Company's

most

recent

quarterly

or

annual

report

filed

with

the

Securities

and

Exchange

Commission.

The

forward-looking

statements

herein

represent

the

Company's

views

as

of

the

date

of

this

presentation

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.

2

*

*

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Mission

Advancing Drugs Through

Glycoscience

®

3

*

*

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Key Investment Points

•

Clinical stage pharmaceutical company

–

Completed Phase I/II cancer trials w/ DAVANAT

®

–

Stabilized 35% of end stage patients: 2-13 months

–

Two ongoing Phase II front line trials

•

DAVANAT

®

increased the half life of 5-FU

8 fold with no increase in toxicity

•

DAVANAT

®

/5-FU model can be applied to

other chemotherapy agents

4

Clinical Trial Program

–

Completed Phase I/II cancer trials w/ DAVANAT

®

–

Stabilized 35% of end stage patients: 2-13 months

–

Two ongoing Phase II front line trials

*

*

5

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Phase I/II End Stage Cancer Trials

Summary

•

35% stabilized at the highest dose level

•

Maximum Tolerated Dose & Dose

Limiting Toxicity not reached

•

DAVANAT

®

significantly increased half

life of 5-FU with no increase in toxicity

6

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Phase I Clinical Trial Summary

•

DAVANAT

®

was well tolerated

•

Maximum Tolerated Dose and Dose Limiting Toxicity

of DAVANAT

®

not reached

–

DAVANAT

280

mg/m²

recommended

Phase

II

dose

•

Pharmacokinetics

–

Half life of 5-FU alone is 6-22 minutes

–

Half life of 5-FU with DAVANAT

®

is 28-137 minutes

–

No increase in 5-FU toxicity w/ increased exposure

•

Stable disease in 14 of 26 efficacy evaluable patients

–

7/10 patients stabilized at the highest DAVANAT

®

dose level

7

P R O           P H A R M A C E U T I C A L S ,  I N C.

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SD

Stable Disease

PD

Progressive Disease

NM

Non-Measurable Disease

Cycles Completed

Dose, cycle 2

/m2

1+2

3

4

5

6

7

1001

PD

1002

SD

2001

Hepatocellular

PD

2002

Hepatocellular

SD

3001

PD

3002

SD

3004

PD

3003

PD

5001

SD

2004

SD

3005

PD

4001

PD

4002

Colorectal

PD

3006

Prostate

NM

2005

Colorectal

SD

5003

Colorectal (appendix)

NM

5004

SD

4003

PD

2007

Spindle Cell

PD

5005

Pancreatic

SD

2008

Colorectal

SD

2009

Colorectal

SD

5006

Billiary

SD

2010

Colorectal (cecal)

SD

2014

Breast

SD

2016

Hepatic

PD

2018

Cholangiocarcinoma

SD

5008

Pancreatic

PD

280 mg

150 mg

Patient

Number

Tumor Type

Outcome, end

of cycle 2

(RECIST)

C   Y   C   L   E   S

Colorectal

Colorectal

210 mg

30 mg

60 mg

Colorectal

100 mg

Colorectal

Phase l Patient Summary:

Stabilized 70% at Highest Dose Level

8

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Phase II Colorectal Cancer Trial Summary

•

Trial conducted with end-stage patients

•

Anti-tumor activity was seen with

DAVANAT

®

/5-FU

–

1 patient experienced Partial Response

–

6 patients stabilized

•

No increase in 5-FU toxicity w/ increased

exposure

9

P R O           P H A R M A C E U T I C A L S ,  I N C.

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DAVANAT

®

/5-FU

Enrolling Phase II Colorectal Cancer Trial

•

Indication:

First-line treatment of patients who are

unable to tolerate irinotecan or oxaliplatin

•

Regimen:

DAVANAT

®

/5-FU, Leucovorin,

AVASTIN

®

–

Repeat cycles every 2 weeks to disease progression or

toxicity

•

Objectives:

Complete/Partial Response

–

Stable Disease; Progression Free Survival; Safety;

Quality of Life

•

Design:

Multi-center, open label study

–

Simon Optimal 2-stage design

•

Patients:

Up to 50 patients  

–

Begin enrolling/ dosing patients in Q4 2006

10

P R O           P H A R M A C E U T I C A L S ,  I N C.

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DAVANAT

®

/5-FU

Enrolling Phase II Biliary Cancer Trial

•

Indication:

First line treatment of patients with biliary

tract cancer

•

Regimen:

DAVANAT

®

(280

mg/m²)

+

5-FU

(600

mg/m²)

IV

daily

x

4

days

–

Repeat cycles every 28 days to disease

progression or toxicity

•

Objectives:

Complete/Partial Response     

–

Stable Disease; Progression Free Survival; Safety;

Quality of Life

•

Design:

Multi-center, open label study

–

Simon Optimal 2-stage design

•

Patients:

Up to 35

–

Begin enrolling/dosing patients in Q4 2006

11

DAVANAT

®

Increases the

Half Life of 5-FU, 8 Fold

with No Increase in

Toxicity

*

*

12

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Amex: P R W

DAVANAT

®

Increases Half Life

of 5-FU in Patients, 8 times

5-FU / DAVANAT –

Day 4

5-FU / DAVANAT –

Day 1

5-FU –

Historical

P R O           P H A R M A C E U T I C A L S ,  I N C.

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5-FU

in

the

presence

of

DAVANAT

®

Does

Not

Change

Key

Toxicity

Markers

0

10

20

30

40

0

10

20

30

40

AUC

Hematocrit

Hemoglobin

Red blood cells

White blood cells

Platelets

The DAVANAT

®

/5-FU Model

Can Be Applied To

Increasing Efficacy/

Decreasing Toxicity of Other

Chemotherapy Agents

15

P R O           P H A R M A C E U T I C A L S ,  I N C.

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DAVANAT

®

with another Chemotherapy Agent

100

1000

10000

0

10

20

30

40

Time post implanatation (Days)

Control

IR40/DAV6

IR40/DAV30

IR40/DAV120

16

P R O           P H A R M A C E U T I C A L S ,  I N C.

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Mechanism of Action:

Targeting Lectins on Cancer Cells

•

DAVANAT

®

binds to lectins

•

Galectins are a type of lectin that are over-

expressed on cancer cells

•

Galectins affect cell development,

differentiation, apoptosis and tumor

metastasis

17

P R O           P H A R M A C E U T I C A L S ,  I N C.

A

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D

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S

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H

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G

H

G

L

Y

C

O

S

C

I

E

N

C

E

®

Amex: P R W

Key Investment Points

•

Clinical stage pharmaceutical company

–

Completed Phase I/II cancer trials w/ DAVANAT

®

–

Stabilized 35% of end stage patients: 2-13 months

–

Two ongoing Phase II front line trials

•

DAVANAT

®

increased the half life of 5-FU

8 fold with no increase in toxicity

•

DAVANAT

®

/5-FU model can be applied to

other chemotherapy agents

18