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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): July 16, 2008

                                PHARMATHENE, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                      001-32587               20-2726770
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  (State or other jurisdiction          (Commission             (IRS Employer
       of incorporation)                File Number)         Identification No.)


     One Park Place, Suite 450, Annapolis, Maryland                21401
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        (Address of principal executive offices)                (Zip Code)

        Registrant's telephone number including area code: (410) 269-2600


          (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:

     |_| 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 Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 16, 2008, PharmAthene, Inc. (the "Company") received the resignation of Elizabeth Czerepak, effective immediately, as a member of its Board of Directors. Ms. Czerepak's letter of resignation did not indicate that she was resigning because of a disagreement with the Company.

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. PHARMATHENE, INC. (Registrant) Date: July 16, 2008 By: /s/ David P. Wright --------------------------------------- David P. Wright President and Chief Executive Officer