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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
January 19, 2009
Date of Report (Date of earliest event reported)
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PRO-PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its 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
(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))
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Item 5.02. Departure of Directors or Certain Officer; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 19, 2009, Pro-Pharmaceuticals, Inc. ("the
Company") entered into an Employment Agreement with Maureen Foley, the Company's
Chief Operating Officer and an employee since May 1, 2001. Under the Agreement,
which is subject to annual review, Ms. Foley receives a base salary of $185,000
and the Company's standard employee, life, disability and health insurance
policies. If Ms. Foley is terminated by the Company anytime after November 1,
2001, other than "for cause," as defined in the agreement, she is entitled to
two months base salary plus one month base salary for each year of service, not
to exceed six months, and continuation of benefits for six months. If she
terminates her employment for "good reason" or is terminated following a "change
of control," as each term is defined in the agreement, she is entitled to a lump
sum equal to her base salary and accrued vacation through the date of
termination, base salary for six months, continuation of (or comparable) health
plan benefits for her and her family, and immediate vesting of any unvested
stock option or other right to acquire securities of the Company. The Agreement
requires Ms. Foley to assign inventions and other intellectual property to the
Company which she conceives or reduces to practice during employment and for one
year thereafter, and to maintain its confidential information during employment
and thereafter. Ms. Foley is also subject to a (i) non-competition provision
that extends for a period of six months after termination of her employment and
(ii) non-solicitation provision that extends for twelve months after termination
of her employment.
On January 19, 2009, the Company entered into Amended and
Restated Employment Agreement with Anthony D. Squeglia, the Company's Chief
Financial Officer, which amended and restated his employment agreement dated
December 20, 2007. Under the Agreement, which is subject to annual review, Mr.
Squeglia receives a base salary of $180,000 and the Company's standard employee,
life, disability and health insurance policies. If Mr. Squeglia is terminated by
the Company anytime after six months following his original date of hire
(October 31, 2001), other than "for cause," as defined in the agreement, he is
entitled to two months base salary plus one month based salary for each year of
service, not to exceed six months, and continuation of benefits for six months.
If he terminates his employment for "good reason" or is terminated following a
"change of control," as each term is defined in the agreement, he is entitled to
a lump sum equal to his base salary and accrued vacation through the date of
termination, base salary for six months, continuation of (or comparable) health
plan benefits for him and his family, and immediate vesting of any unvested
stock option or other right to acquire securities of the Company. The Agreement
requires Mr. Squeglia to assign inventions and other intellectual property to
the Company which he conceives or reduces to practice during employment and for
one year thereafter, and to maintain its confidential information during
employment and thereafter. Mr. Squeglia is also subject to a (i) non-competition
provision that extends for a period of six months after termination of his
employment and (ii) non-solicitation provision that extends for twelve months
after termination of his employment.
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.
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement, effective January 19,
2009, between Pro-Pharmaceuticals, Inc. and Anthony D. Squeglia.
10.2 Employment Agreement, effective, January 19, 2009, between
Pro-Pharmaceuticals, Inc. and Maureen Foley.
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/ Anthony D. Squeglia
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Anthony D. Squeglia
Chief Financial Officer
Date: January 23, 2009
EXHIBIT INDEX
Exhibit No. Description
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10.1 Amended and Restated Employment Agreement, effective January 19,
2009, between Pro-Pharmaceuticals, Inc. and Anthony D. Squeglia.
10.2 Employment Agreement, effective, January 19, 2009, between
Pro-Pharmaceuticals, Inc. and Maureen Foley.