Item 1. Security and Issuer.
This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends and restates the statement on Schedule 13D originally filed on November 6, 2006 and Amendment No.1 thereto filed on May 1, 2009 relating to the Common Stock, $.03 par value (the “Common Stock”) of Pharmos Corporation (the “Issuer”) having its principal executive office at 99 Wood Avenue South, Suite 302, Iselin, NJ 08830.
Certain terms used but not defined in this Amendment No. 2 shall have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1 thereto). Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D (including Amendment No. 1 thereto).
Item 2. Identity and Background.
This statement is being filed by New Enterprise Associates 10, Limited Partnership (“NEA 10”), NEA Partners 10, Limited Partnership (“NEA Partners 10”), which is the sole general partner of NEA 10, and Michael James Barrett (“Barrett”), Peter J. Barris (“Barris”) and Scott D. Sandell (“Sandell”) (collectively, the “General Partners”) and C. Richard Kramlich (“Kramlich”), Charles W. Newhall III (“Newhall”), Mark W. Perry (“Perry”) and Eugene A. Trainor III (“Trainor”). The General Partners are the individual general partners of NEA Partners 10. The persons listed in this Item 2 are sometimes referred to collectively herein as the “Reporting Persons.”
The address of the principal business office of NEA 10 and NEA Partners 10 is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Sandell is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barris and Barrett is New Enterprise Associates, 5425 Wisconsin Ave., Suite 800, Chevy Chase, MD 20815.
The principal business of NEA 10 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 10 is to act as the sole general partner of NEA 10. The principal business of each of the General Partners is to act as a general partner of NEA Partners 10 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of NEA 10 and NEA Partners 10 is a limited partnership organized under the laws of the State of Delaware. Each of the General Partners is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction.
Not applicable.
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Item 5. Interest in Securities of the Issuer.
The Issuer is no longer registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, each of the Reporting Persons has ceased to beneficially own more than 5% of a voting class of equity securities of the Issuer registered under Section 12 of the Exchange Act.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 2 – Power of Attorney regarding filings under the Exchange Act.
