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) ~~October~~ November 118, 2012

PHARMOS CORPORATION

(Exact name of Registrant as Specified in its Charter)

	Nevada	0-11550	36-3207413
	(State or Other Jurisdiction of Incorporation)	(Commission file Number)	(IRS Employer Identification No.)

99 Wood Avenue South, Suite 311, Iselin, NJ	08830
99 Wood Avenue South, Suite 302, Iselin, NJ	08830
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (732) 452-9556

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.0201 ~~Termination~~Other ~~of a Material definitive Agreement~~Events.

~~Item~~On ~~5.02 Departure~~November of8, ~~Directors~~2012, orColin ~~Certain~~Neill, ~~Officers;~~the ~~Election~~President of ~~Directors;~~the ~~Appointment~~Company, had a discussion with Lloyd Miller, the Company’s largest creditor and holder of ~~Certain~~the ~~Officers;~~$1 ~~Compensatory~~million ~~Arrangements~~principal convertible debenture of ~~Certain~~the ~~Officers~~Company, which became due and payable on November 1, 2012. Mr. Neill confirmed to Mr. Miller that the Company is unable to repay the debenture and hence is in default.

~~Item~~In 8order to conserve remaining cash, the Company agreed with Mr.01 Miller that it will cease all payroll expenditures with the November 15, 2012 payroll. ~~Other~~As ~~Events~~a result, Mr. Neill and the Company’s other employee will cease their full time employment with the Company, but may be available to assist the Company on a part time consulting basis if requested by Mr. Miller. As previously reported on October 17, 2012, Mr. Neill has been taking steps to permanently shut down the Company’s business in accordance with instructions from the Company’s Board of Directors. Following November 15, 2012, final shut down tasks will be undertaken by Mr. Eric W. Fangmann, who is a representative of Mr. Miller.

OnIn ~~October~~addition ~~11,~~to ~~2012,~~ the ~~Board~~outstanding of$1 ~~Directors~~million ofprincipal ~~Pharmos~~amount ~~Corporation, Inc. (the “Company”) determined that the Company’s recent efforts to partner levotofisopam for the treatment~~ of ~~gout, to find a suitable candidate to acquire~~ the ~~Company or to raise funds to continue active operations have not been successful~~debenture, ~~and therefore took action to cease day to day operations, effective immediately. In connection with such decision by~~ the ~~Board, the~~ Company ~~gave~~has ~~advance~~outstanding ~~written~~severance ~~notice~~obligations ~~to its President and Chief Financial Officer, Colin Neill,~~ of ~~the termination of his employment~~$375, ~~as required by his employment agreement~~000.

All of the members of the Board of Directors of the Company – Anthony Evnin, Robert Johnston, Charles Newhall and Steven Leventer – submitted their resignations, effective as of the close of business on October 11, 2012.

Mr. Neill and the Company’s one other full time employee will be taking steps to permanently shut down the Company’s business.

SIGNATURES

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 hereunto duly authorized on this ~~17th~~14th day of ~~October~~November, 2012.

PHARMOS CORPORATION

By: /s/ S. Colin Neill

Name: S. Colin Neill

Title: President and Chief Financial Officer

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