PROSPECTUS SUPPLEMENT File No. 333-62909
Filed Pursuant to Rule 424(b)(2)
Under the Securities Act of 1933
PHARMOS CORPORATION
1,000,000 Shares of Common Stock
Pharmos Corporation (the "Company") has entered into a Private Equity Line
of Credit Agreement (the "Credit Agreement") as of December 10, 1998, and as
amended on December 18, 1998, with Dominion Capital Fund, Ltd. (the "Investor").
Pursuant to the terms of the Credit Agreement, the Company may, from time to
time during a specified term, cause the Investor to purchase up to an aggregate
of $10,000,000 of the Company's common stock, par value $.03 per share (the
"Common Stock"). The price per share of Common Stock to be paid by the Investor
is to be determined at the time of each purchase according to a specified
formula which is based upon the average closing bid price of the Common Stock on
the principal trading exchange or market for the Common Stock (the "Principal
Market") over a prescribed five-day period. With each purchase of Common Stock,
the Investor is also to receive warrants exercisable for a number of shares of
Common Stock equal to ten percent of the number of shares of Common Stock
purchased at an exercise price per share equal to 125% of the closing bid price
of the Common Stock on the Principal Market on a specified date.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is December 23, 1998.
