Item 1.01 Entry into a Material Definitive Agreement; and

Item 3.02 Unregistered Sales of Equity Securities.

On February 1, 2007, Hydron Technologies, Inc., a New York corporation (the “Company”), commenced an offering (“Offering”) of up to 3,300,000 units (“Units”) comprised of one (1) share (“Share”) of its Common Stock and one (1) warrant (“Warrant”) for the purchase of one (1) share of Common Stock having a total gross purchase price of $330,000. On February 1, 2007 the Company closed on the sale of 2,100,000 Units resulting in gross proceeds to the Company of $210,000. On February 5, 2007, the Company closed on the sale of an additional 1,100,000 Units resulting in gross proceeds to the Company of $110,000. The Company has received a subscription for the final 100,000 Units which it intends to close on when the subscription price received from the subscriber becomes good funds in the account of the Company’s escrow agent.

Assuming the sale of the final 100,000 Units, the Company will have a total of 15,615,336 shares of Common Stock outstanding plus an additional 8,143,000 shares of Common Stock issuable upon the exercise of options and warrants (including the Warrants). Accordingly, the issuance of Units will increase the number of shares of Common Stock by approximately 26.8% and the fully-diluted number of shares of Common Stock by 38.5%.

Among the individuals purchasing Units in the Offering are (i) Richard Banakus, the Chairman, and Chief Executive Officer of the Company, who purchased 350,000 Units, and (ii) Ronald J. Saul, a director of the Company who with his spouse purchased 850,000 Units. Following the closings, Mr. Banakus beneficially owns 4,309,040 shares of Common Stock, comprised of 2,484,040 shares held directly and 1,825,000 shares issuable upon the exercise of options and common stock purchase warrants (including the Warrants), representing beneficial ownership of 24.7% of the Common Stock, and Mr. Saul beneficially owns 3,482,540 shares of Common Stock, comprised of 2,007,540 shares held directly by him and his immediate family members and 1,475,000 shares of Common Stock issuable upon the exercise of options and common stock purchase warrants (including the Warrants), representing beneficial ownership of 20.4% of the Common Stock.

Under the terms of the Offering, the Company has agreed that in the event that the Company shall grant “piggy back” registration rights to any other party to cause the Company’s Common Stock or any security exercisable or exchangeable for, or convertible into, shares of Common Stock to be included in a registration statement filed by the Company for sale by any selling shareholder or by the Company, the Company will grant the holders of the Shares and Warrants similar registration rights.

Each purchaser of Units is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”). The Company issued the Shares and the Warrants without registration under the Securities Act in reliance on the exemptions from registration provided by Rule 506 of Regulation D and Section 4(2) of the Securities Act, as well as preemption from applicable state registration requirements under Section 18(a) of the Securities Act.

The Company intends to use the proceeds of the Offering to pay current obligations of the Company, including payments made to its landlord for outstanding rent. The balance, if any, will be used for working capital and general corporate purposes, including funding ongoing operations.

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