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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) February 5, 2007

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                             PAIN THERAPEUTICS, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     000-29959                 91-1911336
(State or other jurisdiction          (Commission               (IRS Employer
     of incorporation)                File Number)           Identification No.)

                                416 Browning Way
                      South San Francisco, California 94080
          (Address of principal executive offices, including zip code)

                                 (650) 624-8200
              (Registrant's telephone number, including area code)


          -------------------------------------------------------------
          (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-4(c))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On February 5, 2007 Pain Therapeutics, Inc. (the "Company") issued a press release announcing the Company's financial results for the three and twelve months ended December 31, 2006. A copy of the press release has been furnished as an exhibit to this report and is incorporated by reference herein. The information in this Current Report on Form 8-K and in Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference into any registration statement or other document filed or furnished pursuant to the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such document. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. The following exhibit is furnished as part of this Current Report on Form 8-K. EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------------- 99.1 Press Release of Pain Therapeutics, Inc. dated February 5, 2007.

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. PAIN THERAPEUTICS, INC. /s/ Peter S. Roddy ----------------------- Peter S. Roddy Chief Financial Officer Dated: February 5, 2007

EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ------------------------------------------------------------------- 99.1 Press Release of Pain Therapeutics, Inc. dated February 5, 2007.

                                                                    Exhibit 99.1

 PAIN THERAPEUTICS ANNOUNCES FOURTH QUARTER AND YEAR-END 2006 FINANCIAL RESULTS

    SOUTH SAN FRANCISCO, Calif., Feb. 5 /PRNewswire-FirstCall/ -- Pain
Therapeutics, Inc. (Nasdaq: PTIE), a biopharmaceutical company, today reported
financial results for the year and fourth quarter ended December 31, 2006.

    The net income for the year ended December 31, 2006 was $6.2 million, or
$0.14 per share, compared to a net loss of $30.7 million, or $0.70 per share,
for the same period of 2005. The net loss for the quarter ended December 31,
2006 was $5.7 million, or $0.13 per share, compared to a net loss of $3.1
million, or $0.07 per share for the fourth quarter of 2005.

    "2006 was a year marked by meaningful progress," said Remi Barbier, Pain
Therapeutics' president and chief executive officer. "We achieved several key
drug development goals, advanced a new drug candidate into clinical development
and in-licensed a new initiative in oncology. On the corporate side, we made
important hires that added new technical talent to the team, and we continued to
build on our financial strength, ending the year with over $204 million in
cash."

    At December 31, 2006 Pain Therapeutics' cash, cash equivalents and
marketable securities were $204.4 million. The Company expects its net cash
requirements for 2007 to be approximately $10 million.

    "In 2007, our strategy is to enhance our leadership position in drug
development," added Remi Barbier. "We are positioned to make progress on
multiple fronts in the coming year, most visibly in the clinic. We anticipate
completing a pivotal Phase III study with Remoxy(TM), which we believe may be
the first abuse-resistant opioid painkiller to eventually reach the marketplace.
We also anticipate the continued clinical development of Oxytrex(TM), which is
in a Phase III study in patients who are dependent on extremely high doses of
oxycodone. In the first half of 2007, we also expect to begin a first-in-man
Phase I study with an important new drug candidate for metastatic melanoma. As
we advance our clinical pipeline during the year, we also expect to build our
early-stage pipeline through a combination of in- house research efforts or
in-licensing opportunities that fit our business model. Collectively, we believe
these efforts in 2007 harness the skills and creativity of our dedicated team."

    Financial Highlights

     *    We have a collaboration with King Pharmaceuticals, Inc. ("King") to
          develop abuse-resistant opioid painkillers. King gave us an upfront
          payment of $150 million in December 2005.

     *    For accounting purposes, we plan to recognize a portion of the upfront
          payment as program fee revenue each quarter through mid- 2011. Program
          fee revenue for the year ended December 31, 2006 was $26.2 million,
          compared to $3.7 million for the same period of 2005.

     *    On January 1, 2006 we adopted Statement No. 123( R ), Share-Based
          Payment, or FAS 123R. In adopting FAS 123R, we began to recognize
          employee non-cash stock-based compensation related expenses in our
          financial statements.

     *    Collaboration revenue for the year ended December 31, 2006 was $22.7
          million, compared to $1.4 million for the same period of 2005.
          Collaboration revenue for the fourth quarter of 2006 decreased to a
          negative amount of $214,000 because certain expenses we incurred in
          the third and fourth quarter of 2006 continue to be subject to
          completion of review by King.

     *    Research and development expenses for the fourth quarter ended
          December 31, 2006 increased to $13.3 million from $7.2 million for the
          same period of 2005. Research and development expenses for the year
          ended December 31, 2006 increased to $46.8 million from $32.9 million
          for the same period of 2005. These increases were primarily due to the
          Phase III programs for Remoxy and Oxytrex, the Phase I clinical
          program for PTI-202, increases in development activities relating to
          our new program in metastatic melanoma and increases in non-cash
          stock-related compensation costs associated with the adoption of FAS
          123R.

* General and administrative expenses increased to $2.0 million from $1.6 million in the three months ended December 31, 2006 and 2005, respectively, and to $7.7 million from $4.9 million in the twelve months ended December 31, 2006 and 2005, respectively. The increases were primarily due to increases in non-cash stock-related compensation costs associated with the adoption of FAS 123R. * We have a provision for income taxes of $2.9 million for the year ended December 31, 2006. We lowered our estimate of income taxes stemming from alternative minimum taxes by $0.7 million during the quarter ended December 31, 2006. About Pain Therapeutics, Inc. Pain Therapeutics is a biopharmaceutical company that develops novel drugs for pain management and oncology. We have three investigational drug candidates in clinical programs. Remoxy and PTI-202 are proprietary, abuse- resistant forms of opioid drugs. Oxytrex is a novel, next-generation painkiller that potentially offers less physical dependence than currently marketed opioid painkillers. We are also developing a novel radio-labeled monoclonal antibody to treat metastatic melanoma, a rare but deadly form of skin cancer. The FDA has not yet evaluated the merits, safety or efficacy of our drug candidates. For more information, please consult our website: www.paintrials.com. Note Regarding Forward-Looking Statements: This press release contains forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). PTI disclaims any intent or obligation to update these forward-looking statements, and claims the protection of the Safe Harbor for forward-looking statements contained in the Act. Examples of such statements include, but are not limited to, any statements relating to the timing, scope or expected outcome of the Company's clinical development of its drug candidates, its plans for advancing its early-stage pipeline, the Company's expected net cash requirements in 2007, and the potential benefits of the Company's drug candidates. Such statements are based on management's current expectations, but actual results may differ materially due to various factors. Such statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to difficulties or delays in development, testing, regulatory approval, production and marketing of the Company's drug candidates, unexpected adverse side effects or inadequate therapeutic efficacy of the Company's drug candidates that could slow or prevent product approval or market acceptance (including the risk that current and past results of clinical trials are not necessarily indicative of future results of clinical trials), the uncertainty of patent protection for the Company's intellectual property or trade secrets, the Company's ability to obtain additional financing if necessary and unanticipated research and development and other costs. For further information regarding these and other risks related to the Company's business, investors should consult the Company's filings with the Securities and Exchange Commission.

PAIN THERAPEUTICS, INC. CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Three Months Ended Year Ended December 31, December 31, ------------------------ ------------------------ 2006 2005 2006 2005 ---------- ---------- ---------- ---------- Revenue: Program fee revenue $ 6,550 $ 3,712 $ 26,201 $ 3,712 Collaboration revenue (214) 1,368 22,717 1,368 Milestone revenue -- 5,000 -- Total revenue 6,336 5,080 53,918 5,080 Operating expenses (1): Research and development 13,290 7,154 46,803 32,938 General and administrative 1,963 1,577 7,668 4,859 Total operating expenses 15,253 8,731 54,471 37,797 Operating loss (8,917) (3,651) (553) (32,717) Interest and other income 2,552 519 9,668 2,047 Income (loss) before provision (credit) for income tax (6,365) (3,132) 9,115 (30,670) Provision (credit) for income tax (653) -- 2,927 -- Net income (loss) $ (5,712) $ (3,132) $ 6,188 $ (30,670) Earnings (loss) per share Basic $ (0.13) $ (0.07) $ 0.14 $ (0.70) Diluted $ (0.13) $ (0.07) $ 0.14 $ (0.70) Weighted-average shares used in computing earnings (loss) per share: Basic 44,262 43,916 44,146 43,795 Diluted 44,262 43,916 45,475 43,795 (1) Included in research and development and general and administrative expenses are stock based compensation expenses of $1,680 thousand and $90 thousand for the three months ended December 31, 2006 and 2005, respectively, and $6,470 thousand and $248 thousand for the years ended December 31, 2006 and 2005, respectively.

PAIN THERAPEUTICS, INC. CONDENSED BALANCE SHEETS (in thousands) December 31, December 31, 2006 2005(2) ------------ ------------ (Unaudited) Assets Current assets: Cash, cash equivalents and marketable securities $ 204,400 $ 212,652 Other current assets 2,714 1,512 Total current assets 207,114 214,164 Property and equipment, net 1,267 1,556 Other assets 75 75 Total assets $ 208,456 $ 215,795 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 985 $ 998 Accrued development expense 5,777 4,461 Deferred program fee revenue - current portion 26,200 26,200 Income taxes payable 2,779 -- Other accrued liabilities 913 688 Total current liabilities 36,654 32,347 Non-current liabilities: Deferred program fee revenue - non-current portion 93,887 120,088 Total liabilities 130,541 152,435 Stockholders' equity: Common stock 44 44 Additional paid-in-capital 214,749 206,489 Accumulated other comprehensive loss (372) (479) Accumulated deficit (136,506) (142,694) Total stockholders' equity 77,915 63,360 Total liabilities and stockholders' equity $ 208,456 $ 215,795 (2) Derived from audited financial statements. SOURCE Pain Therapeutics, Inc. -0- 02/05/2007 /CONTACT: Christi Waarich, Senior Manager of Investor Relations of Pain Therapeutics, Inc., +1-650-825-3324, or cwaarich@paintrials.com; or Carney Noensie (Media) of Burns McClellan, +1-212-213-0006, for Pain Therapeutics, Inc./ /Web site: http://www.paintrials.com / (PTIE)