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Pharmos Corporation Completes Initial Closing of Private Placement
Date:1/3/2008

ISELIN, N.J., Jan. 3 /PRNewswire-FirstCall/ -- Pharmos Corporation (Nasdaq: PARS) announced today that it has 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.

The purchasers consisted of certain existing investors in the Company, namely Venrock Associates, New Enterprise Associates, Lloyd I. Miller, III and Robert Johnston.

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.

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.

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). A second closing is targeted for no later than 45 days from the date of 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
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