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): ~~April~~May 247, 2007

INNOVIVE PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	000-51534	74-3123261

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)


555 Madison Avenue, 25^th Floor, New York, New York		10022

(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code		(212) 716-1810

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:

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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting~~Item 5.02. ~~material~~Departure ~~pursuant~~of toDirectors ~~Rule 14a-12~~or ~~under~~Principal ~~the~~Officers; ~~Exchange~~Election ~~Act~~of ~~(17~~Directors; ~~CFR~~Appointment ~~240~~of Principal Officers.~~14a-12)~~

~~o Pre-commencement~~ On ~~communications~~May 7, ~~pursuant~~2007, the Board of Directors of Innovive Pharmaceuticals, Inc. granted cash incentive payments for performance in 2006 in the following amounts to ~~Rule 14d-2~~the following Named Executive Officers (b)all ~~under~~of whom are included in the Summary Compensation Table contained in our definitive proxy statement for our upcoming annual meeting of stockholders, which was filed with the Securities and Exchange ~~Act~~Commission ~~(17~~on ~~CFR~~April 30, 2007): $108,000 to Adam Craig, Vice President ~~240~~and Chief Medical Officer; and $81,000 to Eric Poma, Vice President of Business Development.~~14d-2(b))~~

~~o Pre-commencement~~ The ~~communications~~payments were made pursuant to ~~Rule 13e-4(c)~~the ~~under~~terms of each of the ~~Exchange~~above ~~Act~~Named ~~(17~~Executive ~~CFR~~Officer’s respective employment agreement. Under those agreements, Dr. Craig is entitled to receive a cash incentive payment of up to 50% of his annual salary of $240,000 and Dr.~~13e~~ Poma is entitled to receive a cash incentive payment of up to 35% of his annual salary of $180,000. Payment to our Named Executive Officers is in the discretion of the Compensation Committee although the Committee considers the recommendations of our Chief Executive Officer regarding the other Named Executive Officers. In determining the cash incentive awards for the above Named Executive Officers for 2006 performance, the Committee considered the extent of our achievement of our 2006 corporate objectives and the individual performance of each Named Executive Officer. The payments were awarded as a result of efforts by Drs. Craig and Poma in the licensing in 2006 of INNO-~~4(c))~~206, our fourth drug candidate, and tamibarotene, our fifth drug candidate, as well as positive developments in the ongoing clinical development of our drug candidates INNO-305 and INNO-406. In addition, the awards also were made in recognition of the positive public impact that developments in tamibarotene, INNO-206, INNO-305 and INNO-406 had on our company overall, which helped us complete our Series A preferred stock financing in June 2006, which assisted in achieving the effectiveness in August 2006 of the registration statement for our common stock, and the quotation of our common stock on the Over-the-Counter Bulletin Board in October 2006, all of which collectively led to a growing public awareness of our company. The Committee determined to award Dr. Poma an amount in excess of that for which he is eligible under his employment agreement.

~~Item~~ As a result of the cash incentive payments granted on May ~~3.02.~~7, ~~Unregistered~~2007, ~~Sales~~the total compensation for service in 2006 for each of ~~Equity~~the ~~Securities~~above Named Executive Officers was increased from the amount reported in the Summary Compensation Table contained in our proxy statement as follows: Dr. Craig’s total compensation increased from $320,574 to $428,574 and Dr. Poma’s increased from $238,539 to $319,539.

On April 24, 2007, Innovive Pharmaceuticals, Inc. raised gross proceeds of $15 million through the private placement to 103 accredited investors of an aggregate of 5,494,515 shares of its common stock and warrants to purchase an aggregate of 2,747,287 shares of its common stock. Innovive sold units to investors at a price per unit equal to $2.73. Each unit consisted of one share of Innovive common stock and a warrant to purchase one-half of a share of Innovive’s common stock. The warrants issued to the investors have an exercise price of $3.75, are exercisable immediately and will terminate on April 24, 2012.

Innovive engaged Paramount BioCapital, Inc. as exclusive placement agent for the offering. For its services, Innovive paid Paramount a cash commission of $868,612.50 and issued a warrant to Paramount and its designees to purchase 274,726 shares of Innovive’s common stock with an exercise price of $3.75. The warrant issued to Paramount is exercisable immediately and will terminate on April 24, 2012. Two of Innovive’s directors, Mr. J. Jay Lobell and Mr. Anthony Pfaffle, are employees of an affiliate of Paramount.

As part of the offering, Innovive and the investors entered into a price protection agreement. In the event that Innovive issues shares of its common stock at a price per share less than $2.73 at any time within 180 days after April 24, 2007, then each investor will have the right to receive a number of additional shares of common stock equal to (i) the aggregate purchase price per unit paid by the investor in the offering, divided by the subsequent share purchase price, (ii) less the number of shares of common stock purchased by the investor in the offering. Each investor would have to pay to Innovive the par value for each additional share received.

Pursuant to the terms of the subscription agreements between Innovive and the investors, Innovive is required to file a registration statement with the Securities and Exchange Commission by May 24, 2007 to register for resale the shares of common stock purchased by the investors and the shares of common stock underlying the investor warrants and the Paramount warrant.

The shares of common stock and the warrants issued to the investors and the warrant issued to Paramount were not registered under the Securities Act of 1933, as amended, in reliance upon the exemption from registration provided by Section 4(2) and Regulation D thereunder, which exempts transactions by an issuer not involving any public offering. The investors had to qualify as accredited investors, as defined in Rule 501(a) of Regulation D, in order to purchase the shares of common stock and the warrants in the offering. The shares of common stock and the warrants issued to the investors and the placement agent, and the shares of common stock underlying the warrants, cannot be sold unless they are subsequently registered under the Securities Act of 1933 or an exemption from registration is available.

A copy of the form of subscription agreement for the offering, a copy of the form of warrant issued to the investors, and a copy of the warrant issued to Paramount are attached to this report as Exhibits 4.8, 4.9 and 4.10, respectively. On April 25, 2007, Innovive issued a press release describing the terms of the offering. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number		Description of Document
4.8		Form of Subscription Agreement dated April 24, 2007 for the purchase of common stock, par value $0.001 per share, and warrants to purchase common stock of Innovive Pharmaceuticals, Inc.
4.9		Form of investor warrant dated April 24, 2007 for the purchase of common stock, par value $0.001 per share, of Innovive Pharmaceuticals, Inc.
4.10		Warrant dated April 24, 2007 for the purchase of common stock, par value $0.001 per share, of Innovive Pharmaceuticals, Inc., issued to Paramount Biocapital, Inc.
99.1		Press release dated April 25, 2007

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.

	INNOVIVE PHARMACEUTICALS, INC.
Date: April 25, 2007	/s/ Steven Kelly
Date: May 10, 2007	/s/ Steven Kelly
	Steven Kelly
	President and Chief Executive Officer

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