UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 3, 2005


                            LEV PHARMACEUTICALS, INC.
               (Exact name of registrant as specified in charter)


         Delaware                     000-32947                   88-0211496
         --------                     ---------                  ------------
(State or other jurisdiction         (Commission                (IRS Employer
     of incorporation)               File Number)            Identification No.)


           122 East 42nd Street, Suite 2606, New York, New York 10022
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (212) 682-3096


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 Instructions A.2. below):

/_/ 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))
<PAGE>

Item 1.01         Entry into a Material Definitive Agreement.

      The information required to be disclosed in this Item 1.01 is incorporated
herein by reference from Item 3.02.

Item 3.02         Unregistered Sales of Equity Securities.

      On May 3, 2005, Lev Pharmaceuticals, Inc. (the "Company") consummated the
initial closing of a private placement offering (the "Offering") pursuant to
which the Company is raising capital in an aggregate gross amount of up to
$7,500,000. At the initial closing of the Offering the Company issued 3,412,774
shares of common stock and 1,706,387 warrants to certain investors (the
"Investors"). The securities were sold as a unit (the "Units") at a price of
$50,000 per Unit for aggregate gross proceeds of approximately $3.4 million.
Each Unit consisted of 50,000 shares of common stock and a warrant to purchase
25,000 shares of common stock. The warrants are immediately exercisable at $1.35
per share and are exercisable at any time within five years from the date of
issuance. The Company paid a fee of $307,150 and has agreed to issue an
aggregate 460,724 warrants (the "Agent Warrants") to purchase common stock to
Laidlaw & Company (UK) Ltd., who acted as the placement agent. The Agent
Warrants are immediately exercisable at $1.35 per share and will expire five
years after issuance.

      In connection with the offer and sale of securities to the Investors and
the placement agent, the Company relied on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 promulgated thereunder. The Company believes
that the Investors and the placement agent are "accredited investors", as such
term is defined in Rule 501(a) promulgated under the Securities Act.

      The Investors and the placement agent also became parties to
Registration  Rights  Agreements,  dated as of May 3,  2005  (the  "Registration
Rights Agreements"), pursuant to which the Company has agreed to file, within 60
days after a final closing of the private  placement,  a registration  statement
covering the resale of the shares of common stock sold to the  Investors and the
placement  agent and the shares of common stock  issuable  upon  exercise of the
Warrants issued to the Investors and the placement agent.

Item 9.01         Financial Statements and Exhibits

(c) Exhibits.

    4.1           Form of Investor Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units.

    4.2           Form of Agent Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units.

    10.1          Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and the purchasers set forth on
                  the signature page thereto.

    10.2          Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and Laidlaw & Company (UK) Ltd.


                                       2
<PAGE>

                                   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.

                                            LEV PHARMACEUTICALS, INC.


Date: May 9, 2005                           /s/ Joshua D. Schein
                                            ------------------------------------
                                            Joshua D. Schein, Ph.D.
                                            Chief Executive Officer


                                       3
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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 and Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 3, 2005

                            LEV PHARMACEUTICALS, INC.
               (Exact name of registrant as specified in charter)

         Delaware                     000-32947                   88-0211496
         --------                     ---------                  ------------
(State or other jurisdiction         (Commission                (IRS Employer
     of incorporation)               File Number)            Identification No.)

           122 East 42nd Street, Suite 2606, New York, New York 10022
           ----------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (212) 682-3096

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 Instructions A.2. below):

/_/ 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))
Item 1.01         Entry into a Material Definitive Agreement.

      The information required to be disclosed in this Item 1.01 is incorporated
herein by reference from Item 3.02.

Item 3.02         Unregistered Sales of Equity Securities.

      On May 3, 2005, Lev Pharmaceuticals, Inc. (the "Company") consummated the
initial closing of a private placement offering (the "Offering") pursuant to
which the Company is raising capital in an aggregate gross amount of up to
$7,500,000. At the initial closing of the Offering the Company issued 3,412,774
shares of common stock and 1,706,387 warrants to certain investors (the
"Investors"). The securities were sold as a unit (the "Units") at a price of
$50,000 per Unit for aggregate gross proceeds of approximately $3.4 million.
Each Unit consisted of 50,000 shares of common stock and a warrant to purchase
25,000 shares of common stock. The warrants are immediately exercisable at $1.35
per share and are exercisable at any time within five years from the date of
issuance. The Company paid a fee of $307,150 and has agreed to issue an
aggregate 460,724 warrants (the "Agent Warrants") to purchase common stock to
Laidlaw & Company (UK) Ltd., who acted as the placement agent. The Agent
Warrants are immediately exercisable at $1.35 per share and will expire five
years after issuance.

      In connection with the offer and sale of securities to the Investors and
the placement agent, the Company relied on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"), and Rule 506 promulgated thereunder. The Company believes
that the Investors and the placement agent are "accredited investors", as such
term is defined in Rule 501(a) promulgated under the Securities Act.

      The Investors and the placement agent also became parties to
Registration  Rights  Agreements,  dated as of May 3,  2005  (the  "Registration
Rights Agreements"), pursuant to which the Company has agreed to file, within 60
days after a final closing of the private  placement,  a registration  statement
covering the resale of the shares of common stock sold to the  Investors and the
placement  agent and the shares of common stock  issuable  upon  exercise of the
Warrants issued to the Investors and the placement agent.

Item 9.01         Financial Statements and Exhibits

(c) Exhibits.

    4.1           Form of Investor Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units.

    4.2           Form of Agent Warrant to purchase shares of Common Stock
                  issued in connection with the sale of the Units.

    10.1          Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and the purchasers set forth on
                  the signature page thereto.

    10.2          Form of Registration Rights Agreement, dated as of May 3, 2005
                  by and among the Registrant and Laidlaw & Company (UK) Ltd.

                                       2
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.

                                            LEV PHARMACEUTICALS, INC.

Date: May 9, 2005                           /s/ Joshua D. Schein
                                            ------------------------------------
                                            Joshua D. Schein, Ph.D.
                                            Chief Executive Officer

                                       3