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) September 14, 1995
__________________
Pharmos Corporation
_________________________________________________
(Exact name of registrant as specified in its charter)
Nevada 0-11550 13-3207413
_______________________ ______________________ ___________________
(State or other juris- Commission File Number (I.R.S. Employer
diction of Incorporation Identification
or organization) Number)
101 East 52nd Street, 36th Floor, New York, NY 10022
_____________________________________________________
(Address of principal executive offices) (zip code)
(212) 838-0087
_____________________________________________________
(Registrant's telephone number including area code)
None
_____________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Item 5 Other Events
______
On September 14, 1995, Pharmos Corporation (the
"Company") completed a private offering (the "Offering") of
6,000,000 units ("Units"), each Unit consisting of one share of
Common Stock and one warrant to purchase 0.075 of one share of
Common Stock ("Warrants"). The Units were offered at $1.50 per
Unit. Net proceeds to the Company were approximately $8,100,000.
The Warrants are exercisable at a price of $1.80 per share,
commencing one year after the closing of the Offering, through
the fifth anniversary. In addition, the Company issued an
aggregate of 450,000 Warrants to the two finders who assisted in
the transaction.
The Company has agreed to file, within 60 days of the
closing, a registration statement on Form S-3 covering the resale
of the shares of Common Stock included in the Units and the
shares of Common Stock issuable upon exercise of the Warrants.
Item 7 Financial Statements and Exhibits
______
(b) Pro forma financial information
Annexed hereto are (i) a pro forma unaudited consolidated balance
sheet, dated as of August 31, 1995, giving effect to net proceeds
of approximately $8,100,000 raised in the Offering, (ii) a pro
forma unaudited consolidated statement of operations for the
eight month period ended August 31, 1995 and (iii) notes thereto.
These financial statements have been prepared in connection with
a requirement of the NASDAQ to demonstrate the Company's
compliance with the capital and surplus requirements for
continued listing of its Common Stock on the NASDAQ Small Cap
Market.
(c) Exhibits
*10.1 Form of Unit Purchase Agreement dated as of September 14,
1995 between the Company and the Investors
*10.2 Form of Warrant Agreement dated as of September 14, 1995
between the Company and the Investors (included as
Exhibit B to the Unit Purchase Agreement, see Exhibit
10.1)
______________________________________________
* Filed herewith
PHARMOS CORPORATION
Pro Forma Consolidated Balance Sheet
(Unaudited)
August 31, 1995
_______________________________________________________________________
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
Assets
Cash and cash equivalents $1,664,492 $8,100,000 (A) $9,764,492
Accounts receivable, net 143,968 143,968
Prepaid expenses and other current assets 489,484 489,484
Assets held for sale 65,643 65,643
_____________ ____________ ____________
Total current assets 2,363,587 8,100,000 10,463,587
Fixed assets, net 1,022,394 1,022,394
Intangible assets, net 399,818 399,818
Excess of purchase price over fair value of assets acquired, net 343,109 343,109
Other assets 220,791 220,791
_____________ ____________ ____________
Total assets $4,349,699 $8,100,000 $12,449,699
============= ============ ============
Liabilities and Shareholders' Equity
Accounts payable $1,191,898 $1,191,898
Accrued wages and other compensation 116,869 116,869
Accrued expenses 766,904 766,904
Loans payable 471,638 471,638
_____________ ____________
Total current liabilities 2,547,309 2,547,309
Advance against future sales 1,200,000 1,200,000
Other liabilities 258,152 258,152
_____________ ____________
Total liabilities 4,005,461 4,005,461
_____________ ____________
Shareholders' equity
Common stock 694,474 $180,000 (A) 874,474
Paid in capital in excess of par 52,286,168 7,920,000 (A) 60,206,168
Accumulated deficit (52,635,853) (52,635,853)
_____________ ____________ ____________
344,789 8,100,000 8,444,789
Less: Common stock in treasury, at par (551) (551)
_____________ ____________ ____________
Total shareholders' equity 344,238 8,100,000 8,444,238
_____________ ____________ ____________
Commitments and contingencies
Total liabilities and shareholders' equity $4,349,699 $8,100,000 $12,449,699
============= ============ ============
<FN>
See Notes to Unaudited Pro Forma Consolidated Financial Information
/FN
PHARMOS CORPORATION
Pro Forma Consolidated Statement of Operations
(Unaudited)
Eight Month Period Ended August 31, 1995
_______________________________________________________________________
HISTORICAL
Revenues
License fees, royalties $136,381
___________
136,381
___________
Expenses
Research and development, net 3,917,518
Patents 406,157
General and administrative 1,732,270
Depreciation and amortization 755,420
___________
6,811,365
___________
Loss from operations (6,674,984)
Interest Income (expense), net (29,699)
Other Income (expense) (2,514)
___________
Net loss ($6,707,197)
===========
Loss per share ($0.36) (B)
===========
Weighted average shares outstanding 18,610,669 (B)
===========
<FN>
See Notes to Unaudited Pro Forma Consolidated Financial Information
</FN>
PHARMOS CORPORATION
NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION
AS OF AUGUST 31, 1995
1) Basis of Presentation
_____________________
The accompanying unaudited pro forma consolidated financial
information has been prepared based upon the consolidated historical
information of Pharmos Corporation (the "Company") as of August 31,
1995. Such interim financial information was prepared by management
and includes all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the unaudited historical
consolidated Balance Sheet and Statement of Operations presented
herein. The financial information and notes should be read in
conjunction with the Company's Annual Report on Form 10-K for the
year ended December 31, 1994 and the Company s Quarterly Report on
Form 10-Q for the quarter ended June 30, 1995.
This unaudited pro forma consolidated financial information is
presented to reflect the effect of a $9 million private
placement offering, completed by the Company on September 14,
1995, on the Company's financial position. The Nasdaq Listing
Qualifications Committee requested the Company provide this pro
forma financial information based upon an historical base dated
on or after August 31, 1995 as evidence of full compliance with
the capital and surplus requirements for continued listing on
the Nasdaq SmallCap Market.
2) Description of Transaction
__________________________
On September 14, 1995, Pharmos Corporation completed a $9 million
private placement offering. The private placement consisted of
6,000,000 units offered at $1.50 per unit. Each unit consisted of
one share of Common Stock and one warrant to purchase 0.075 of one
share of common stock. The warrants are exercisable at a price of
$1.80 per share and may be exercised beginning one year after the
closing date through the fifth anniversary. The Company has agreed
to file, within 60 days of the closing, a registration statement on
Form S-3 covering the resale of the shares of Common Stock included
in the units and the shares of Common Stock issuable upon exercise
of the warrants.
The net proceeds from the transaction will be used to fund ongoing
research and development and general operating expenses of the
Company. Additionally, some of the proceeds may be used to repay
short term borrowings.
PHARMOS CORPORATION
NOTES TO UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL INFORMATION (continued)
AS OF AUGUST 31, 1995
3) Pro Forma Adjustments
_____________________
The following pro forma adjustments have been made to the
unaudited consolidated financial information of the Company as
of August 31, 1995 to reflect the impact of the private
placement transaction described in Note 2.
A Cash $8,100,000
Common Stock $ 180,000
Paid in Capital $7,920,000
To reflect the net proceeds of a $9,000,000 private placement
offering completed effective September 14, 1995 and the issuance of
6,000,000 shares of Pharmos Corporation $.03 par value Common Stock
at the $1.50 per share offering price, net of transaction costs of
$800,000 and estimated legal and registration costs of $100,000.
B On a pro forma basis weighted average shares outstanding and loss
per share are 24,610,669 and $(.27) respectively for the eight month
period ending August 31, 1995. For purposes of computing the
weighted average shares outstanding on a pro forma basis the shares
issued as a result of this private placement transaction have been
reflected as if issued on January 1, 1995. Options and warrants
outstanding are excluded from the calculation as their impact would
be antidilutive.
4) Pro Forma Shareholders' Equity
______________________________
Shareholders equity on a pro forma basis for Pharmos at August 31,
1995, after giving effect to the private placement offering, is as
follows:
Preferred stock, 1,250,000 shares authorized,
none issued
Common stock, $.03 par value: 50,000,000 shares
authorized, 29,149,035 issued, 29,130,679
shares outstanding. $ 874,474
Paid in capital in excess of par 60,206,168
Accumulated deficit (52,635,853)
____________
8,444,789
Common Stock in Treasury at par ( 551)
____________
Total shareholders' equity $ 8,444,238
============
SIGNATURE PAGE
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.
PHARMOS CORPORATION
Date: October 6, 1995 /s/ S. Colin Neill
________________________
S. Colin Neill
Acting Chief Financial Officer