Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

1. On January 23, 2008, the Board of Directors of Pharmos Corporation (the "Company"), based upon the recommendation of the Compensation Committee, awarded 350,000 ten-year stock options to Robert F. Johnston, Executive Chairman of the Company. Mr. Johnston will also be eligible for an additional grant of 100,000 ten-year stock options on October 1, 2008 if certain performance-based milestones are achieved prior to that date in the areas of corporate development and clinical product trials.

2. The Board of Directors of the Company also agreed at its January 23, 2008 meeting, based upon the recommendation of the Compensation Committee, to increase the annual salary of S. Colin Neill, the Company's President, Chief Financial Officer, Secretary and Treasurer, to $300,000. Mr. Neill was awarded a bonus of $50,000 cash and 75,000 shares of common stock. Mr. Neill also received 130,000 ten-year stock options.

---