SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NEWHALL CHARLES W III (Last) (First) (Middle) 1119 ST. PAUL STREET (Street) BALTIMORE MD 21202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PHARMOS CORP [ PARS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 04/21/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/21/2009		A		8,000,000	A	$0.1	10,176,488	I	See Note 1(1)
Common Stock	04/21/2009		A		3,636,364(2)	A	$0.275(2)	13,891,678(7)	I	See Note 1(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrants	$0.12	04/21/2009		A(6)		8,000,000		(3)	04/21/2014	Common Stock	8,000,000	(6)	8,000,000	I	See Note 1(1)
Convertible Debentures	$0.275	04/21/2009		D			$1,000,000	(4)	11/01/2012(5)	Common Stock	3,636,364	$0	0	I	See Note 1(1)

Explanation of Responses:

1. The Reporting Person is a general partner of NEA Partners 10, Limited Partnership, the sole general partner of New Enterprise Associates 10, Limited Partnership ("NEA 10"), which is the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the NEA 10 securities in which the Reporting Person has no actual pecuniary interest therein.

2. NEA 10 was the holder of a 10% Convertible Debenture Due November 1, 2012 of the issuer (the "Debenture"). The principal amount of the Debenture was converted into shares of common stock of the issuer on April 21, 2009 at a conversion price per share of $0.275, resulting in 3,636,364 shares issued for principal.

3. The warrants are not exercisable until the issuer's board of directors and stockholders authorize additional common stock in an amount sufficient to honor the exercise of the warrants.

4. The Debenture was previously convertible between 11/01/2008 and 10/31/2009 into shares of common stock at the option of the holder to the extent that the holder would not beneficially own in excess of 4.99% of the total number of shares of the issuer's outstanding common stock immediately after giving effect to such conversion. Pursuant to that certain Debenture Amendment Agreement, effective as of April 21, 2009, the Debenture is freely convertible without restriction.

5. This is the maturity date of the Debenture.

6. For each share of common stock of the issuer purchased for $0.10 per share, NEA 10 was issued a warrant to purchase an additional share of common stock of the issuer.

7. Includes accrued and unpaid interest on the Debenture as of April 21, 2009 which was converted into common stock of the issuer at an interest conversion price per share of $0.34, resulting in 78,826 shares issued for interest.

	/s/ Shawn Conway, attorney-in-fact	04/23/2009
	** Signature of Reporting Person	Date
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