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

Date of Report (Date of earliest event reported): November 13, 2007

PHARMATHENE, INC.

(Exact Name of Registrant as Specified in Charter)

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13-e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

                On November 13, 2007, PharmAthene, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2007. A copy of the press release is furnished as Exhibit 99.1 to this report.

                In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

(d) Exhibits

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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.

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Exhibit Index

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Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:

Stacey Jurchison

PharmAthene, Inc.

Phone: 410-269-2610

JurchisonS@PharmAthene.com

PHARMATHENE REPORTS THIRD QUARTER 2007 FINANCIAL RESULTS

ANNAPOLIS, MD — November 13, 2007 — PharmAthene, Inc. (Amex: PIP) a biodefense company developing medical countermeasures against biological and chemical threats, today reported  financial results for the third quarter ended September 30, 2007.

“During the third quarter we reached a significant milestone in our corporate history,” remarked David P. Wright, President and Chief Executive Officer. “By completing our merger with Healthcare Acquisition Corp. (HAQ), a publicly traded special purpose acquisition company, PharmAthene is now a publicly-traded company with a strong financial foundation and enhanced access to capital with which to pursue the Company’s business objectives.”

“We plan to use these resources to continue the growth of our product grant and procurement revenues. Longer-term we will use these increased resources to accelerate our growth through either in-licensing agreements, co-development opportunities, or strategic acquisitions in biodefense and other commercial markets.” continued Mr. Wright.

Financial Results

For the current quarter PharmAthene recognized revenues of $3.4 million for the three months ended September 30, 2007.  For the nine months ended September 30, 2007, PharmAthene recognized revenues of $8.7 million. These revenues consist primarily of contract and grant funding from the U.S. government.

PharmAthene’s research and development expenses were $3.6 million for the three months ended September 30, 2007.  For the nine months ended September 30, 2007, PharmAthene recognized research and development expenses of $10.7 million. These expenses resulted primarily from research and development activities related to the development of Valortim™ for protection against and treatment of inhalation anthrax, and Protexia®, for treatment of nerve agent poisoning.  Research and development expense increased $2.0 million for the three months ended September 30, 2007 as compared to the three months ended September 30, 2006 primarily

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as a result of increased process development and manufacturing activities for both Valortim and Protexia.

General and administrative expenses for the Company were $3.2 million for the three months ended September 30, 2007.  Expenses associated with general and administrative functions for the Company were $8.6 million for the nine months ended September 30, 2007.

PharmAthene’s net loss for the third quarter of 2007 was $0.3 million.  Net loss attributable to common shareholders for the quarter was $0.07 per basic and diluted share.  This included a one-time gain on extinguishment of debt of $1.2 million, related to the conversion of notes associated with the merger with Healthcare Acquisition Corp., and $2.4 million related to the change in the market value of derivative instruments, which were cancelled with the merger.  Net loss for the nine months ended September 30, 2007 was $8.5 million or a loss of $2.44 per basic and diluted share.

As of September 30, cash and cash equivalents were $60.3 million.  The $55.2 million increase in cash and cash equivalents from December 31, 2006 was primarily attributable to the merger with HAQ, which resulted in net cash proceeds of $58.7 million, and to the March 2007 $10 million debt financing, partially offset by the funding of operations.

Quarterly Business Highlights

In addition to the completion of the HAQ merger, PharmAthene demonstrated additional corporate milestones in the quarter, including:

•                  PharmAthene and Medarex, Inc. announced on November 8, 2007 that the FY 2008 Department of Defense (DoD) appropriations bill includes $0.8 million payable to PharmAthene on a cost reimbursement basis to support ongoing development of Valortim™.  This is the third consecutive year in which PharmAthene has received appropriations funding for Valortim™.

•                  PharmAthene and Medarex announced on September 26, 2007 that the National Institute of Allergy and Infectious Diseases (NIAID) and the Biomedical Advanced Research and Development Authority (BARDA), part of the National Institutes of Health (NIH), has awarded PharmAthene a contract for the advanced development of Valortim™, a fully human monoclonal antibody generated by Medarex’s UltiMAb® technology that is being co-developed by the two companies. The contract, valued at up to $13.9 million supports the development of Valortim™ for use as an anti-toxin therapeutic to prevent and treat inhalation anthrax infection. The contract is effective as of September 28, 2007 and will be incrementally funded through 2009. Funding for the contract’s initial fiscal year could reach up to $10.3 million.

•                  PharmAthene and Medarex announced the results of new studies showing that the companies’ anthrax anti-toxin, Valortim™ may possess the ability to enhance macrophage killing of Bacillus anthracis (anthrax) spores within macrophages, potentially blocking the ability of these spores to develop into bacteria, thereby preventing toxin production and propagation of the infection. The new data were recently presented by Dr. Alan Cross, Professor of Medicine, University of Maryland School of Medicine, Baltimore, Maryland at the Bacillus ACT 2007 International Conference on Bacillus anthracis.

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Conference Call Information:  PharmAthene management will host a conference call to discuss the third quarter financial results.  The call will take place at 4:30 p.m. E.T today, November 13, 2007.  The dial-in number within the United States is 866-510-0676. The dial-in number for international callers is 617-597-5361.  The participant passcode is 15368854.

Conference Call Replay: A replay of the conference call will be available for 30 days, beginning at approximately 6:30 p.m. E.T. November 13th, 2007 until approximately 11:50 p.m. E.T. December 13, 2007.  The dial-in number from within the United States is 888-286-8010.   For international callers, the dial-in number is 617-801-6888.  The participant passcode is 84931672.

Webcast: The conference call will also be webcast and can be accessed from the company’s website at www.pharmathene.com.  A link to the webcast may be found on both the Home Page and also under the Investor Relations section of the website.  The webcast will be available for 30 days, or until December 13, 2007.

About PharmAthene, Inc.: PharmAthene is a biodefense company formed in 2001 to meet the critical needs of the United States by developing biodefense products. PharmAthene is dedicated to the rapid development of important and novel biotherapeutics to address biological pathogens and chemicals that may be used as weapons of bioterror. PharmAthene’s lead programs include Valortim(TM) and Protexia®. For more information on PharmAthene, please visit its website at www.PharmAthene.com.

Statement on Cautionary Factors: Except for the historical information presented herein, matters described in this press release may constitute forward-looking statements which are within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions.  Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.  Such forward-looking statements are based upon current expectations or beliefs of management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements including, but not limited to, risks associated with obtaining regulatory approvals, unforeseen technical difficulties, dependencies on certain customers or products, market acceptance and competition, ability to receive grant and contract revenue and procurement funding, ability to identify any additional strategic acquisitions or other opportunities to accelerate growth, cash at the end of the year, as well as other risks described in the Company’s filings with the Securities and Exchange Commission, in conference calls and in other communications.

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PharmAthene, Inc.

Consolidated Balance Sheets

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PharmAthene, Inc.

Consolidated Statements of Operations

(Unaudited)

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