February 2007 and in June 2007 the Company announced patient screening had commenced. Dextofisopam is the R-enantiomer of racemic tofisopam, a molecule marketed and used safely outside the United States for over three decades for multiple indications including IBS. Unlike the two 5-HT3 or 5-HT4 IBS therapies currently available have significant safety concerns, Dextofisopam’s novel non-serotonergic activity offers a unique and innovative approach to IBS treatment.
In research efforts over the past decade, the Company has developed a significant expertise in cannabinoid biology and chemistry, and has generated significant know-how and an intellectual property estate pertaining to multiple areas of cannabinoid biology. The Company is focusing its preclinical research efforts in CB2-selective cannabinoids, and has generated both clinical-stage drugs and late preclinical compounds which appear promising in preclinical testing.
The Company’s core proprietary discovery platform focuses on synthetic cannabinoid compounds. Cannabinor, the initial CB2-selective receptor agonist candidate, has completed two Phase 2a clinical trials for pain relief with an intravenous (IV) formulation. In January 2007, Pharmos reported that in the first of these studies intravenous (i.v.) Cannabinor was generally safe and well tolerated, but failed to meet the primary endpoint of reversing capsaicin-induced pain. However, analysis of additional endpoints of heat-induced and pressure-induced pain looking at the non capsaicin sensitized skin indicated that i.v. Cannabinor did in fact exhibit a statistically significant systemic analgesic effect compared to placebo. In April 2007, Pharmos reported that the lowest dose of Cannabinor (12mg) produced a statistical significant decrease in pain versus placebo as in subjects undergoing third molar dental extraction model, but that this effect was not seen in the higher dose groups (24mg and 48 mg). This is an unexpected pattern of results and as such the Company has determined that it will not continue with the development of Cannabinor at this time, but will focus resources on other CB2 compounds that have better potential. Cannabinor will be available for outlicensing.
The Company has four libraries of CB2 molecules, and is now conducting preclinical development of PRS-639,058 for neuropathic pain. The molecule is a CB2 agonist and is a follow on to Cannabinor. Two large pharmaceutical companies are conducting their own experiments with Cannabinor under material transfer agreements for indications other than neuropathic pain.
Pharmos is conducting a clinical program to develop its proprietary NanoEmulsion (NE) drug delivery technology. Two Phase I studies in healthy volunteers have been completed and confirmed the safety and tolerability as well as the low systemic exposure of a diclofenac NE topical cream. The Company’s NanoEmulsion (NE) drug delivery system, a proprietary asset derived from our formulation expertise, completed a second Phase I trial in 2006 that confirmed the safety, and tolerability as well as low systemic exposure of a more optimized 3% NE diclofenac cream formulation. On June 27, 2007 the Company announced that patient screening had commenced in its Phase 2a clinical trial of its topical NanoEmulsion (NE) drug delivery technology formulated with 3% diclofenac. The trial will compare the safety and analgesic efficacy of the diclofenac NE cream with placebo in approximately 126 subjects with knee osteoarthritis (OA). OA affects approximately 12% of U.S. adults, a significant portion of who are not treated pharmacologically due to side effects associated with the commonly used oral treatments. A site-specific, topical diclofenac product that could deliver a high drug concentration to the affected joint with minimal systemic exposure could reduce the risk of treatment-limiting side effects while maintaining the analgesic effect.
The results for the three months ended March 31, 2008 and 2007 were a net loss of $3.6 million and $4.8 million, respectively. On a loss per share basis, this equates to $(0.14) and $(0.19) for the quarters ended March 31, 2008 and 2007, respectively.
Except for 2001, the Company has experienced operating losses every year since inception in funding the research, development and clinical testing of our drug candidates. As of March 31, 2008, the Company’s accumulated deficit was approximately $200.3 million. The Company expects to incur additional losses over the next several years as the Company’s research and development and clinical trial programs continue. The Company’s ability to achieve profitability, if ever, is dependent on its ability to develop and obtain regulatory approvals for its product candidates, to enter into agreements for product development and commercialization with strategic corporate partners and contract to develop or acquire the capacity to manufacture and sell its products.
Results of Operations
Three Months ended March 31, 2008 and 2007
Total operating expenses for the first quarter of 2008 decreased by $1,490,652 or 29%, from $5,100,362 in 2007 to $3,609,710 in 2008.
Research & development gross expenses decreased by $128,505 or 4% from $2,906,739 in 2007 to $2,778,234 in 2008, related to the Company’s primary focus of cash resources on the Dextofisopam Phase 2b trial and the downsizing and curtailment of general research and development programs. The Company recorded research and development grants from the Office of the Chief Scientist of Israel’s Ministry of Industry and Trade of $-0- and $336,641 during the first quarter of 2008 and 2007, respectively, which reduced research and development expenses. The decline in research and development grants directly related to the decrease in the underlying eligible activity for the grants as the Company focused more research funds on the US based Phase 2b clinical trial for Dextofisopam. Total research and development expenses, net of grants, increased by $208,136 or 8%, from $2,570,098 in 2007 to $2,778,234 in 2008.
During the first quarter, the Company advanced a Phase IIb trial of its lead compound, dextofisopam, in female IBS patients. The Phase IIb trial is expected to enroll approximately 480 patients in about 70 sites over an 18 month period. Costs of $2.0 million were incurred during the quarter in connection with the trial, comprising CRO-related activities and patient recruitment costs. Dextofisopam was one of the compounds the Company obtained through the acquisition of Vela Pharmaceuticals Inc which closed in October 2006. The continued development of this compound through late-stage clinical testing will significantly increase the research and development expenses going forward.
A Phase 2a clinical trial with the Company’s NanoEmulsion delivery technology for topical application of analgesic and anti-inflammatory agents commenced in June 2007 targeting 126 patients. Completion of patient recruitment is expected in mid 2008.
General and administrative expenses for the first quarter of 2008 decreased by $1,663,772, or 68%, from $2,460,696 in 2007 to $796,924. The decline reflects decreases in virtually every general and administrative expense category. The primary reductions include a $792,730 reduction in payroll and a $674,286 reduction in consultant and professional fees. The decrease in payroll costs reflect the impact of the third and fourth quarter 2007 restructuring plans which have reduced the Company’s head count from 51 employees in March 2007 to 14 employees in March 2008. The decrease in consulting and professional fees in 2008 result from non recurring 2007 costs related to contractual payment obligations associated with the retirement of the Company’s chief executive officer, higher legal and accounting fees in 2007 and a non recurring recruitment fee of $42,000 in 2007.
Depreciation and amortization expenses decreased by $35,016, or 50%, from $69,568 in 2007 to $34,552 in 2008. The decrease is due to fixed assets which have become fully depreciated and the disposition of various depreciable assets in conjunction with the Company’s 2007 restructuring plans.
Other income (expense) net, decreased by $332,440 from $347,267 in other income in 2007 to $14,827 in other income in 2008. The majority of the decrease is from decreased interest income of $188,023 from a decline in cash, cash equivalents and short term investments. In the first quarter of 2008 the Company recorded $122,862 in interest expense and charges related to the issuance of $4,000,000 in convertible debentures issued on January 3, 2008.
During the quarter, the Company recorded, in other income, royalties of $2,456 compared with $897 in 2007 per the licensing agreement with Herbamed Ltd, a company controlled by Dr. Haim Aviv, the Company’s former Chairman and former CEO.
No tax provision is required at this time since the Company expects to be in a tax loss position at year-end
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December 31, 2007 and has net operating losses from previous years. The Company has established a 100% valuation allowance against the deferred tax asset.
Liquidity and Capital Resources
The Company incurred cumulative operating losses since 2002 and had an accumulated deficit of $200.3 million at March 31, 2008. The Company has financed its operations with public and private offerings of securities, advances and other funding pursuant to an earlier marketing and asset agreement with Bausch & Lomb, grants from the Office of the Chief Scientist of Israel, research contracts, the sale of a portion of its New Jersey State Net Operating Loss carryforwards, and interest income. Should the Company be unable to raise adequate financing or generate revenue in the future, operations will need to be scaled back or discontinued.
In January 2008, the Company completed an initial closing of a private placement of its 10% Convertible Debentures due November 2012 [See Note 2 to Financial Statements] and obtained net proceeds of $4.0 million.
The following table describes the Company’s liquidity and financial position on March 31, 2008, and on December 31, 2007:
| | | | | | | |
| | March 31, 2008 | | December 31, 2007 | |
| |
| |
| |
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Working capital | | $ | 10,031,767 | | $ | 9,504,348 | |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents | | $ | 11,327,248 | | $ | 7,481,741 | |
|
|
|
|
|
|
|
|
|
Short term investments | | $ | — | | $ | 3,686,568 | |
|
|
|
|
|
|
|
|
|
Total cash, cash equivalents and short term investments | | $ | 11,327,248 | | $ | 11,168,309 | |
|
|
|
|
|
|
|
|
Current working capital position
As of March 31, 2008, the Company had working capital of $10.0 million consisting of current assets of $12.0 million and current liabilities of $2.0 million. This represents an increase of $0.5 million from its working capital of $9.5 million on current assets of $11.5 million and current liabilities of $2.0 million as of December 31, 2007. This increase in working capital of $0.5 million was principally associated with the funding of research and development and general and administrative activities offset by the proceeds from the convertible debenture proceeds.
Current and future liquidity position
Management believes that the current cash, cash equivalents and short term investments, totaling $11.3 million as of March 31, 2008, will be sufficient to support the Company’s currently planned continuing operations through at least March 2009. The Company routinely pursues various funding options, including additional equity offerings, equity-like financing, strategic corporate alliances, business combinations and the establishment of product related research and development limited partnerships, to obtain additional financing to continue the development of its products and bring them to commercial markets. Should the Company be unable to raise adequate financing or generate revenue in the future, long-term operations will need to be scaled back or discontinued.
On September 26, 2007, we received notice from The Nasdaq Stock Market (“Nasdaq”) that the minimum bid price of our common stock had fallen below $1.00 for 30 consecutive business days and that we were therefore not in compliance with Nasdaq listing rules. We had until March 24, 2008 (180 calendar days from September 26, 2007) to regain compliance. On March 25, 2008, Pharmos received notice from Nasdaq that, in accordance with Marketplace Rule 4310(c)(8)(D), Pharmos has been provided an additional period of 180 calendar days, or until September 22, 2008, to regain compliance.
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No assurance can be given that we will regain compliance during any additional compliance period. If our common stock were to be delisted from Nasdaq, liquidity for our common stock could be significantly decreased which could reduce the trading price and increase the transaction costs of trading shares of our common stock.
Cash
At March 31, 2008, cash and cash equivalents totaled $11.3 million. At December 31, 2007 cash and cash equivalents totaled $7.5 million. This net increase in cash of $3.8 million was due primarily to the net conversion of $3.7 million of short term investments into cash, $4.0 million in proceeds from the issuance of convertible debentures and $3.9 million spent for normal operating requirements. The cash, cash equivalents will be used to fund Research & Development activities and general and administrative costs.
Operating activities
Net cash used in operating activities for the first three months of 2008 was $3.9 million compared to net cash used of $3.9 million for the first three months of 2007. There is virtually no change in cash used in operating activities between the two periods. However, a greater portion of the cash was utilized for R&D spending over G&A spending in 2008 as compared to 2007 which reflects the focus of expenditures on the Dextofisopam clinical trial and the cost reduction benefits from the 2007 restructuring programs.
Investing activities
During the first three months of 2008, the Company had net investment proceeds from the sale of short term investments of $3.7 million, proceeds from the disposition of assets of $42,000 and a severance pay funding benefit of $58,000.
Financing activities
The Company realized $4 million in proceeds from the issuance of convertible debentures. See note 2 regarding the issuance of the convertible debentures.
Commitment and Contingencies
As of March 31, 2008, the Company had the following contractual commitments and long-term obligations:
| | | | | | | | | | | | | | | | | | |
| | Total | | Less than
1 Year | | 1 - 3
Years | | 3 - 5
Years | | More than
5 Years | | Undetermined |
Operating leases | | $ | 478,306 | | $ | 304,976 | | $ | 173,330 | | $ | 0 | | $ | — | | $ | — |
Convertible debenture | | | 4,000,000 | | | | | | | | | 4,000,000 | | | | | | |
Other long-term liabilities reflected on our balance sheet* | | | 245,463 | | | — | | | — | | | — | | | — | | | 245,463 |
Total | | $ | 4,723,769 | | $ | 304,976 | | $ | 173,330 | | $ | 4,000,000 | | $ | — | | $ | 245,463 |
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* | Consists of severance benefits payable under Israeli law. Because these benefits are paid only upon termination of employment, it is not possible to allocate the liability across future years. The Company has funded $206,517. |
In connection with the acquisition of Vela Pharmaceuticals which closed on October 25, 2006 the Company is obligated to pay certain performance based milestones connected to the development of dextofisopam.
The remaining milestones are as follows:
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| • | $1 million cash + 2 million shares of Pharmos common stock: Final patient enrolled in Phase 2b trial(1) |
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| • | $2 million cash + 2.25 million shares: Successful completion of Phase 2b(1) |
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| • | $2 million + 2 million shares: NDA submission |
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| | |
| • | $2 million cash +2.25 million shares: FDA approval |
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| • | 1 million shares: Approval to market in Europe or Japan |
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| • | 4 million shares: $100 million sales of dextofisopam, when and if approved, in any 12-month period |
(1)The above milestones have been amended and deferred as a condition of the convertible debentures issued January 3, 2008. [See Note 2 above]. If the respective milestone is achieved, payment of these milestones will be deferred until such time as 1). the Company has successfully entered into a strategic collaboration or licensing agreement with a third party for the development of dextofisopam resulting in an upfront cash fee or at least $10 million, and 2). Payment of one or both of the cash milestones would still leave the Company with at least one year’s operating cash. Additionally, the Vela acquisition agreement has been amended to defer the equity milestones issuable to the Vela shareholders related to such Phase 2b events until November 1, 2009 at the earliest.
New accounting pronouncements
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 establishes a single authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurements. SFAS 157 applies only to fair value measurements that are already required or permitted by other accounting standards (except for measurements of share-based payments) and is expected to increase the consistency of those measurements. Accordingly, SFAS 157 does not require any new fair value measurements. However, for some entities, the application of SFAS 157 will change current practice. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS 157 did not have a material impact on our consolidated financial statements.
In February 2007, the FASB issued Statement of Financial Accounting Standards “(FAS) No. 159”, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115” “(FAS No. 159)”, which is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. SFAS No. 159 permits entities to measure eligible financial assets, financial liabilities and firm commitments at fair value, on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other generally accepted accounting principles. The fair value measurement election is irrevocable and subsequent changes in fair value must be recorded in earnings. The adoption of SFAS 159 did not have a material impact on our consolidated financial statements.
On June 27, 2007, the FASB reached a final consensus on Emerging Issues Task Force Issue 07-3, “Accounting for Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” (“EITF 07-03”). Currently, under FASB Statement No. 2, “Accounting for Research and Development Costs”, nonrefundable advance payments for future research and development activities for materials, equipment, facilities, and purchased intangible assets that have no alternative future use are expensed as incurred. EITF 07-03 addresses whether such non-refundable advance payments for goods or services that have no alternative future use and that will be used or rendered for research and development activities should be expensed when the advance payments are made or when the research and development activities have been performed. The consensus reached by the FASB requires companies involved in research and development activities to capitalize such non-refundable advance payments for goods and services pursuant to an executory contractual arrangement because the right to receive those services in the future represents a probable future economic benefit. Those advance payments will be capitalized until the goods have been delivered or the related services have been performed. Entities will be required to evaluate whether they expect the goods or services to be rendered. If an entity does not expect the goods to be delivered or services to be rendered, the capitalized advance payment will be charged to expense. The Company adopted EITF 07-030 on January 1, 2008 and capitalized $381,472 in prepayments at March 31, 2008.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We assessed our vulnerability to certain market risks, including interest rate risk associated with financial instruments included in cash, cash equivalents, short term investments and the currency impact in Israel. Due to
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the relatively short-term nature of these investments the Company has determined that the risks associated with interest rate fluctuations related to these financial instruments do not pose a material risk to us. The value of the warrant liability is generally based upon the Company’s stock price.
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Item 4. | Controls and Procedures |
(a) Evaluation of Disclosure Controls and Procedures: An evaluation of Pharmos’ disclosure controls and procedures (as defined in Section13a-15(e) of the Securities Exchange Act of 1934 (the “Act”)) was carried out under the supervision and with the participation of Pharmos’ principal executive officer and principal financial officer and several other members of Pharmos’ senior management at March 31, 2008. Based on this evaluation, Pharmos’ principal executive officer and principal financial officer concluded that as of March 31, 2008, Pharmos’ disclosure controls and procedures were effective, at a reasonable level of assurance, in ensuring that the information required to be disclosed by Pharmos in the reports it files or submits under the Act is (i) accumulated and communicated to Pharmos’ management (including the principal executive officer and principal financial officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
(b) Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Part II Other Information
None
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| Nasdaq Listing |
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| On September 26, 2007, we received notice from The Nasdaq Stock Market (“Nasdaq”) that the minimum bid price of our common stock had fallen below $1.00 for 30 consecutive business days and that we were therefore not in compliance with Nasdaq listing rules. We had until March 24, 2008 (180 calendar days from September 26, 2007) to regain compliance. On March 25, 2008, Pharmos received notice from Nasdaq that, in accordance with Marketplace Rule 4310(c)(8)(D), Pharmos has been provided an additional period of 180 calendar days, or until September 22, 2008, to regain compliance. |
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| No assurance can be given that we will regain compliance during the compliance period. If our common stock were to be delisted from Nasdaq, liquidity for our common stock could be significantly decreased which could reduce the trading price and increase the transaction costs of trading shares of our common stock. |
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Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds |
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| Private Placement of Convertible Debentures |
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| Pharmos Corporation announced on January 3, 2008 that it completed an initial closing of a private placement of its 10% Convertible Debentures due November 2012. At the initial closing the Company issued $4,000,000 principal amount of the Debentures, at par, and received gross proceeds in the same amount. |
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| The purchasers consisted of certain Directors of, and/or existing investors in, the Company, namely Venrock Associates (which is affiliated with Anthony B. Evnin), New Enterprise Associates (which is affiliated with Charles W. Newhall, III), Lloyd I. Miller, III and Robert F. Johnston. |
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| The Debentures mature the earlier of November 1, 2012 or the sale of the Company. The Debentures, together with all accrued and unpaid interest thereon, may be repaid, without premium or penalty, commencing on November 1, 2011. |
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| A condition of closing was the amendment of the 2006 Vela acquisition agreement to defer the cash milestones payable by the Company to the former stockholders of Vela Pharmaceuticals Inc. upon (A) the enrollment of the final patient in the Company’s current Phase 2b clinical trial for dextofisopam ($1 million) and (B) the successful completion of such Phase 2b ($2 million). Payment will be deferred until such time as (X) the Company has successfully entered into a strategic collaboration or licensing agreement with a third party for the development of dextofisopam resulting in an upfront cash fee or at least $10 million, and (Y) Payment of one or both of the cash milestones would still leave the Company with at least one year’s operating cash. Additionally, the Vela acquisition agreement was amended to defer the equity milestones issuable to the Vela shareholders related to such Phase 2b events until November 1, 2009. |
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| Starting on November 1, 2009 (or earlier sale of the Company), any outstanding Debenture may be converted at the option of the holder. The conversion price is fixed equal to $0.70 per share. The Debentures bear interest at the rate of 10% per annum, payable semi-annually either in cash or common stock of the Company at the option of the Company. |
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| The number of shares of common stock that may be issued pursuant to the conversion terms of the outstanding 10% Convertible Debentures amounts to 5,714,286. |
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| Should the Company elect to pay the interest payments in common stock, the interest conversion rate is defined as the greater of (i) the average of the closing price immediately prior to the applicable interest payment date (July 15, 2008), (ii) the closing price on the date of the second closing, if there is such a closing, and (iii) the closing price on the date of the first closing. The closing price on the date of the first closing was $0.34 which would result in a total of 5,882,352 shares of common stock that may be issued pursuant to the payment terms of the Convertible Debenture. Should the price be greater than $0.34 at the payment date, fewer shares would be issued. |
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| Under the terms of the offering, the Company may raise gross proceeds up to an aggregate of $8,000,000 from the sale of Debentures in the placement (including the Debentures issued at the initial closing). The proceeds will be used for working capital, in particular for the ongoing Phase 2b trial for dextofisopam. The securities issued and issuable in the offering have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. |
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| The Company also entered into a Registration Rights Agreement with the purchasers, pursuant to which the Company will register such the shares issuable upon conversion of the Debentures and issuable, at the Company’s option, in lieu of cash payments. |
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| The Registration Rights Agreement, as amended on April 25, 2008, provides that if a Registration Statement covering such shares is not declared effective on or before December 31, 2008 or if its effectiveness is suspended for more than 15 trading days during any 12 month period, the Company will pay to the holders of the Debentures liquidated damages equal to 1% of their purchase price for the Debentures, and will make additional payments of 1% on each monthly anniversary until the Company’s default is cured, up to a maximum of 25% ($1,000,000) of the aggregate purchase price. |
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Item 3 | Defaults upon Senior Securities | NONE |
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Item 4 | Submission of Matters to Vote of Security Holders | NONE |
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Item 5 | Other Information | NONE |
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Item 6 | Exhibits | |
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Number | Exhibit |
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4.1 | Securities Purchase Agreement dated as of January 3, 2008 by and among Pharmos Corporation and the Purchasers named therein (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K filed on January 4, 2008). |
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4.2 | Letter Agreement dated January 3, 2008 regarding Additional Debenture Investment among Pharmos Corporation, New Enterprise Associates 10, Limited Partnership, Lloyd I. Miller, III and Robert F. Johnston (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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4.3 | 10% Convertible Debenture dated as of January 3, 2008 of Pharmos Corporation (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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4.4 | Registration Rights Agreement dated as of January 3, 2008 by and among Pharmos Corporation and the Purchasers named therein (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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4.5 | Amendment No. 1 to Registration Rights Agreement dated as of April 25, 2008 by and among Pharmos Corporation and the Purchasers named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 1, 2008). |
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4.6 | Amendment No. 3 to Agreement and Plan of Merger dated as of January 3, 2008 by and among Pharmos Corporation and the Representatives named therein (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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4.7 | Amendment No. 2 dated as of January 3, 2008 to the Rights Agreement, dated as of September 5, 2002, as amended on October 23, 2006 (the “Rights Agreement”), between Pharmos Corporation and American Stock Transfer & Trust Co., as Rights Agent (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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10.1 | Agreement dated January 3, 2008 between Pharmos Corporation and Mony Ben Dor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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10.2 | Agreement dated January 3, 2008 between Pharmos Corporation and David Schlachet (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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10.3 | Agreement dated January 3, 2008 between Pharmos Corporation and Haim Aviv (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on January 4, 2008). |
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31.1 | Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15(d)-14(a), adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURE
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 thereunto duly authorized.
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| PHARMOS CORPORATION |
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Date: May 8, 2008 | |
| by: | /s/ S. Colin Neill |
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|
| | |
| S. Colin Neill |
| President, Chief Financial Officer, Secretary & Treasurer |
| (Principal Accounting and Financial Officer) |
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