8-K

UNITED STATES

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):  August 18, 2006

HUMAN PHEROMONE SCIENCES, INC.

(Exact name of Registrant as specified in its charter)

CALIFORNIA

0-23544

94-3107202

(State or other jurisdiction

(Commission

(IRS Employer

        of incorporation)

File Number)

Identification No.)

84 W. SANTA CLARA STREET, SUITE 720, SAN JOSE, CALIFORNIA 95113

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code:  (408) 938-3030

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨

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

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨

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-4c))

ITEM 1.01.

Entry into Material Definitive Agreement

On August 21, 2006, Human Pheromone Sciences, Inc. (the Registrant, the “Company” or “HPS”) announced that it has signed a License Agreement with Personal Products Company, a division of McNeil-PPC, Inc. (“PPC”), a Johnson & Johnson company, dated as of August 18, 2006 (the “Agreement”).

 Under the terms of the Agreement, HPS granted PPC a license to certain HPS patents in exchange for an initial cash payment of $1,750,000 and future royalties on sales.  The Company retains exclusive rights in several product fields and shares co-exclusive rights in other product areas, with the right to sublicense.

ITEM 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated August 21, 2006.

- 2 -

SIGNATURE

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.

HUMAN PHEROMONE SCIENCES, INC.

Date:  August 21, 2006

By: /s/ William P. Horgan                                   

William P. Horgan, Chief Executive Officer

- 3 -

EXHIBIT INDEX

99.1 Press Release dated August 21, 2006.

- 4 -

EX-99

Exhibit 99.1

For Further Information:

Human Pheromone Sciences, Inc.

84 West Santa Clara Street, Suite 720

San Jose, CA  95113

(408) 938-3030

Contact:  

William P. Horgan

Chairman, CEO

For Immediate Release

 Human Pheromone Sciences Announces License Agreement  

San Jose, California, August 21, 2006.  Human Pheromone Sciences, Inc. (OTC Bulletin Board: EROX) (“HPS” or “the Company”) today announced the signing of a License Agreement with Personal Products Company, a division of McNeil-PPC., Inc. (“PPC”) a Johnson & Johnson company.

 Under the terms of the Agreement, HPS granted PPC a license to certain HPS patents in exchange for an initial cash payment and future royalties on sales.  The Company retains exclusive rights in several product fields and shares co-exclusive rights in other product areas, with the right to sublicense.

“We are looking forward to working with PPC as they look to expand the use of the Company’s patented technology”, a spokesperson for HPS indicated.  The Company confirmed that it continues to test additional types of mood-enhancing compounds that have shown significant promise in human testing, and will seek partners to bring these new compounds to market.

Human Pheromone Sciences, Inc. is a technology-based company, whose proof-of concept products included prestige-priced fragrances and toiletries and environmental products sold under the Natural Attraction®, REALM®, innerREALM® and EROX® trademarks.  These products contain mood-enhancing compounds, whose efficacy has been validated at leading universities around the world, and whose use is covered under United States and foreign patents. The Company is also involved in research and product development efforts on new compounds that have been previously identified as stimulating the emotional centers of the human brain. Further information is available on line at www.erox.com.

- 5 -

The statements in this news release may contain forward-looking statements that involve risks and uncertainties that could cause results to differ from predicted results.  Further information on factors that could affect the Company’s results is detailed in the Company’s annual report to shareholders on Form 10-KSB for the year ended December 31, 2005, and Form 10-QSB for the quarter   ended June 30, 2006, as filed with the Securities and Exchange Commission.  Further information regarding this transaction can be found on Form 8-K filed with the Securities and Exchange Commission in connection with this transaction.  The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements.

- 6 -