PROOF POSITIVE

13-Nov-2008

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Tran

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 11, 2008, Pharmos Corporation (the "Company") received notice from The Nasdaq Stock Market ("Nasdaq") that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(3), which requires the Company to have a minimum of $2,500,000 in stockholders' equity or $35,000,000 market value of listed securities or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. At September 30, 2008, the Company's stockholders' equity was $1,315,698, and the market value of its listed securities was $4,193,646. The Company has had net losses from its continuing operations for the three most recently completed fiscal years.

As previously disclosed, the Company is also currently not in compliance with Nasdaq Marketplace Rule 4310(c)(4), which requires that the minimum bid price per share of the Company's common stock shall be $1.

Under these circumstances, Nasdaq is reviewing the Company's eligibility for continued listing on the Nasdaq Capital Market. In order to facilitate this review, the Company intends to provide to Nasdaq, on or before November 26, 2008, the Company's specific plan to achieve and sustain compliance with all of The Nasdaq Capital Market listing requirements, including the time frame for completion of the plan.

Item 8.01 Other Events.
Pharmos Corporation is providing updated audited consolidated financial statements for the three years ended December 31, 2007 in order to amend the report of our independent registered public accounting firm and Note 2 to the consolidated financial statements concerning the uncertainty about our ability to continue as a going concern and our noncompliance with the continued listing standards for The Nasdaq Capital Market. No other changes or modifications have been made to these financial statements.

Item 9.01 Financial Statements and Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP

99.1 Consolidated Financial Statements of Pharmos Corporation Report of Independent Registered Public Accounting Firm Consolidated balance sheets as of December 31, 2007 and 2006 Consolidated statements of operations for the years ended December 31, 2007, 2006 and 2005 Consolidated statements of changes in shareholders' equity for the years ended December 31, 2007, 2006 and 2005 Consolidated statements of cash flows for the years ended December 31, 2007, 2006, and 2005 Notes to consolidated financial statements