-----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, Ae4a2ZSAEJ2ipqraZeHbKfgfn/UNvP8fpQ/Lb1p2cgUwovABo/VE7fisKLScQeyR KDq4HhDQt17tMPU/IlXM0Q== 0001456614-09-000015.txt : 20091214 0001456614-09-000015.hdr.sgml : 20091214 20091214153400 ACCESSION NUMBER: 0001456614-09-000015 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091208 FILED AS OF DATE: 20091214 DATE AS OF CHANGE: 20091214 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 10X Fund, L.P. CENTRAL INDEX KEY: 0001453356 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31791 FILM NUMBER: 091238772 BUSINESS ADDRESS: STREET 1: 1099 FOREST LAKE TERRACE CITY: NICEVILLE STATE: FL ZIP: 32578 BUSINESS PHONE: 208-263-6695 MAIL ADDRESS: STREET 1: 1099 FOREST LAKE TERRACE CITY: NICEVILLE STATE: FL ZIP: 32578 FORMER NAME: FORMER CONFORMED NAME: 10X FUND LP DATE OF NAME CHANGE: 20090107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: 10X Capital Management, LLC CENTRAL INDEX KEY: 0001457247 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31791 FILM NUMBER: 091238771 BUSINESS ADDRESS: STREET 1: 1099 FOREST LAKE TERRACE CITY: NICEVILLE STATE: FL ZIP: 32578 BUSINESS PHONE: 850-502-7659 MAIL ADDRESS: STREET 1: 1099 FOREST LAKE TERRACE CITY: NICEVILLE STATE: FL ZIP: 32578 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2009-12-08 0 0001133416 PRO PHARMACEUTICALS INC PRWP 0001453356 10X Fund, L.P. 1099 FOREST LAKE TERRACE NICEVILLE FL 32578 0 0 1 0 0001457247 10X Capital Management, LLC 1099 FOREST LAKE TERRACE NICEVILLE FL 32578 0 0 1 0 Series B-2 Convertible Preferred Stock 0.5 2009-12-08 4 P 0 162500 2 A Common Stock 650000 1330000 I By 10X Fund, LP Class A-1 Warrant (right to buy) 0.5 2009-12-08 4 P 0 1 A 2009-12-08 2014-12-08 Common Stock 325000 7 I By 10X Fund, LP Class A-2 Warrant (right to buy) 0.5 2009-12-08 4 P 0 1 A 2009-12-08 2014-12-08 Common Stock 325000 7 I By 10X Fund, LP Class B Warrant (right to buy) 0.5 2009-12-08 4 P 0 1 A 2009-12-08 2014-12-08 Common Stock 1300000 7 I By 10X Fund, LP Each share of Series B-2 Convertible Preferred Stock is convertible into four shares of Issuer's common stock at a conversion price of $0.50 per share (subject to customary anti-dilution protection adjustments) at the option of (a) the holder, at any time and (b) Issuer, at any time after December 8, 2010 (and upon 10 days notice) if the Issuer's common stock is quoted at or above $1.50 per share for 15 consecutive trading days and an effective registration statement regarding the underlying shares of Issuer's common stock is in effect (subject to certain monthly volume limits). The shares of Series B-2 Convertible Preferred Stock do not expire. On December 8, 2009, 10X Fund, L.P. purchased (a) 162,500 shares of Series B-2 Preferred Stock, (b) one Class A-1 Warrant to purchase 325,000 shares of Common Stock for $0.50 per share, (c) one Class A-2 Warrant to purchase 325,000 shares of Common Stock for $0.50 per share, and (d) one Class B Warrant to purchase 1,300,000 shares of Common Stock for $0.50 per share, for aggregate consideration of $325,000. 10X Fund, L.P. has direct beneficial ownership of all the securities owned by 10X Fund, L.P. 10X Capital Management, LLC, a Florida limited liability company, is the general partner of 10X Fund, L.P., a Delaware limited partnership, and may be deemed to have indirect beneficial ownership of all or a portion of the securities owned directly by 10X Fund, L.P., such portion being equal to 10X Capital Management, LLC's (a) 20% interest in the profits of 10X Fund, L.P., (b) interest in any securities which are used to pay a 2% annual management fee to 10X Capital Management, LLC, and (c) interest in one-half of the Class B Warrants acquired by 10X Fund, L.P. in all closings other than the initial closing held on February 12, 2009, less one Class B Warrant which 10X Capital Management, LLC has committed to reallocate to investors in all prior closings until each such investor has one (1) additional Class B Warrant for each dollar invested. 10X Capital Management, LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. Excludes (i) up to 770,000 shares of Series B-2 Preferred Stock convertible into 3,080,000 shares of Common Stock; (ii) Class A-1 Warrants exercisable to purchase up to 1,540,000 shares of Common Stock; (iii) Class A-2 Warrants exercisable to purchase up to 1,540,000 shares of Common Stock; and (iv) Class B Warrants exercisable to purchase up to 6,160,000 shares of Common Stock that 10X Fund, L.P. may purchase from Issuer within 60 days of the date hereof pursuant to a Securities Purchase Agreement dated February 12, 2009, as amended on August 11, 2009, between Issuer and 10X Fund, L.P. This statement is a joint filing by 10X Fund, L.P. and 10X Capital Management, LLC, a Florida limited liability company and the general partner of 10X Fund, L.P. /s/ Robert J. Mottern, as attorney in fact for 10X Capital Management, LLC 2009-12-14 /s/ Robert J. Mottern, as attorney in fact for 10X Fund, L.P. 2009-12-14 -----END PRIVACY-ENHANCED MESSAGE-----