-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GbGQZvP9CClVrYIvi5XA6keGjBlSxF4boetIEhP4F6TCRGB5u0hk9mC4DISud7pH Cv2Z201gat3eSo/ovK3EXw== 0001181431-05-026024.txt : 20050505 0001181431-05-026024.hdr.sgml : 20050505 20050505144306 ACCESSION NUMBER: 0001181431-05-026024 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050501 FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zomer Eliezer CENTRAL INDEX KEY: 0001325701 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31791 FILM NUMBER: 05803035 BUSINESS ADDRESS: BUSINESS PHONE: 617-559-0033 MAIL ADDRESS: STREET 1: PRO-PHARMACEUTICALS, INC. STREET 2: 189 WELLS AVENUE CITY: NEWTON STATE: MA ZIP: 02130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PRO PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001133416 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043562325 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 189 WELLS ST STREET 2: STE 200 CITY: NEWTON STATE: MA ZIP: 02459 BUSINESS PHONE: 6175590033 MAIL ADDRESS: STREET 1: 189 WELLS ST STREET 2: STE 200 CITY: NEWTON STATE: MA ZIP: 02459 3 1 rrd77679.xml FORM 3 X0202 3 2005-05-01 0 0001133416 PRO PHARMACEUTICALS INC PRW 0001325701 Zomer Eliezer C/O PRO-PHARMACEUTICALS, INC. 189 WELLS AVENUE NEWTON MA 02459 0 1 0 0 Ex. VP, Mfg. & Product Dev. Stock Options 3.50 2002-11-14 2012-11-14 Common Stock 120000 D Stock Options 4.05 2003-09-02 2013-09-02 Common Stock 425000 D Stock Options 1.90 2005-12-21 2014-12-21 Common Stock 75000 D All presently exercisable. Exercise rights vest at the rate of 25,000 options on each of December 21, 2005, 2006 and 2007. /s/ Eliezer Zomer 2005-05-03 EX-24. 2 rrd66218_74591.htm POWER OF ATTORNEY rrd66218_74591.html


                                                                      Exhibit 24

                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of David Platt, Carl Lueders and Maureen Foley, signing singly,
the undersigned's true and lawful attorney-in-fact to:

        (1)     execute for and on behalf of the undersigned, in the
                undersigned's capacity as an officer and/or director of
                Pro-Pharmaceuticals, Inc.(the "Company"), Forms 3, 4, and 5 in
                accordance with Section 16(a) of the Securities Exchange Act of
                1934 and the rules thereunder, and any other forms or reports
                the undersigned may be required to file in connection with the
                undersigned's ownership, acquisition, or disposition of
                securities of the Company;

        (2)     do and perform any and all acts for and on behalf of the
                undersigned which may be necessary or desirable to complete and
                execute any such Form 3, 4, or 5, or other form or report, and
                timely file such form or report with the United States
                Securities and Exchange Commission and any stock exchange or
                similar authority; and

        (3)     take any other action or any type whatsoever in connection with
                the foregoing which, in the opinion of such attorney-in-fact,
                may be of benefit to, in the best interest of, or legally
                required by, the undersigned, it being understood that the
                documents executed by such attorney-in-fact on behalf of the
                undersigned pursuant to this Power of Attorney shall be in such
                form and shall contain such terms and conditions as such
                attorney-in-fact may approve in such attorney-in- fact's
                discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

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        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 3rd day of May, 2005.

                                                 /s/ Eliezer Zomer
                                                 -------------------------------
                                                 Signature

                                                 Eliezer Zomer

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