Item 1.01 Entry into a Material Definitive Agreement;

Item 2.03 Creation of a Direct Financial Obligation; and

Item 3.02 Unregistered Sales of Equity Securities.

On April 9, 2008, Hydron Technologies, Inc., a New York corporation (the “Company”), borrowed Forty Thousand Dollars ($40,000) (the “Loan”) from Richard Banakus, the Chairman acting interim President and a director of the Company (the “Lender”).

In connection with the Loan, the Company issued to the Lender a promissory note in the principal amount of Forty Thousand Dollars (the “Note”) providing for the payment of principal and interest in a balloon payment on the earlier of (i) ninety (90) days from the date of April 9, 2008, or (ii) the date of the closing of a transaction with net proceeds payable to the Company from any debt or equity transaction.

In addition, in connection with the Loan, the Lender received a common stock purchase warrant (the “Warrant”) entitling Mr. Banakus to purchase Fifty Thousand (50,000) shares of Common Stock at an exercise price of Eight and Four-Tenths of a Cent ($.084) per share for a five-year period. The Warrant provides 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 Warrant similar registration rights.

After issuance of the Warrant, the Company has a total of 19,621,176 shares of Common Stock outstanding plus an additional 10,194,000 shares of Common Stock issuable upon the exercise of options and warrants (including the Warrant). Mr. Banakus beneficially owns 4,114,300 shares of Common Stock comprised of 2,714,300 shares held directly by him and his immediate family and 1,400,000 shares of Common Stock issuable upon the exercise of options and common stock purchase warrants (including the Warrant), representing the beneficial ownership of approximately 19.6% of the Common Stock.

Mr. Banakus 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 Note and the Warrant 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, and with respect to applicable state securities law registration requirements in relation on the preemption from applicable state registration requirements provided under Section 18(a) of the Securities Act.

The Company intends to use the proceeds of the Loan for general working capital purposes.

Item 9.01 Financial Statements and Exhibits.

(a)           Financial statements of businesses acquired.

Not applicable.

(b)           Pro forma financial information.

Not applicable.

(d)           Exhibits

Please see the Exhibit Index following the Signature Page for the Exhibits included with this Report.

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