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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)

                                   May 2, 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            (Commission File Number)           (IRS Employer
 jurisdiction of                                            Identification No.)
  incorporation)

                                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 May 2, 2007 Pain Therapeutics, Inc. (the "Company") issued a press release announcing the Company's financial results for the three months ended March 31, 2007. 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 May 2, 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 VP & Chief Financial Officer Dated: May 2, 2007

EXHIBIT INDEX Exhibit Number Description ----------- ----------------------------------------------------------------- 99.1 Press Release of Pain Therapeutics, Inc. dated May 2, 2007.


Pain Therapeutics Announces First Quarter 2007 Financial Results

    SOUTH SAN FRANCISCO, Calif., May 2 /PRNewswire-FirstCall/ -- Pain
Therapeutics, Inc. (Nasdaq: PTIE), a biopharmaceutical company, today reported
financial results for the three months ended March 31, 2007.  Net income for
the quarter ended March 31, 2007 was $12.6 million, or $0.28 per share,
compared to net income of $0.9 million, or $0.02 per share, in the first
quarter of 2006.
    Cash, cash equivalents and marketable securities were $210 million at
March 31, 2007.  Pain Therapeutics continues to expect its cash requirements
for operations to be approximately $10 million for 2007, plus amounts related
to a previously announced stock buyback plan of up to $20 million of its
common stock.
    "We continue to make meaningful progress across the entire pipeline," said
Remi Barbier, Pain Therapeutics' president and chief executive officer.  "The
Remoxy(TM) Phase III pivotal study is now over 80% enrolled. We're recruiting
patients with metastatic melanoma for a Phase I safety study in Israel. We're
discussing with the National Institute on Drug Abuse whether to test
Oxytrex(TM) in drug abusers. Finally, we expect to meet soon with the FDA to
discuss our potential new treatment for hemophilia."

    Financial Highlights

     *    We have a collaboration with King Pharmaceuticals, Inc. ("King") to
          develop Remoxy and other abuse-resistant opioid painkillers.
          Collaboration revenue of $15.5 million reflects reimbursement from
          King of our development expenses in the three months ended March 31,
          2007, as well as $5.7 million of expenses we incurred in 2006
          related to the collaboration.
     *    On March 29, 2007, we announced a stock buyback plan of up to $20
          million of our common stock. As of March 31, 2007 we had purchased
          $0.8 million of our common stock on the open market. The total
          number of shares to be purchased and the timing of purchases will be
          based on several factors, including the price of the common stock,
          general market conditions, corporate and regulatory requirements and
          alternate investment opportunities.  We intend to hold repurchased
          shares in treasury.  This stock buyback program expires March 2008
          and may be discontinued at any time.
     *    King gave us an upfront cash payment of $150 million in December
          2005.  For accounting purposes, we plan to recognize a portion of
          this cash payment as "program fee revenue" each quarter through mid-
          2011.  Program fee revenue for the first quarter of 2007 was $6.6
          million.
     *    Research and development expenses for the first quarter of 2007
          decreased to $9.9 million from $12.9 million for the first quarter
          of 2006.  The decrease in research and development expenses was
          primarily due to the decrease in development activities for our
          abuse-resistant product candidates.  Research and development
          expenses included $0.7 million and $1.0 million of non-cash stock
          related compensation costs in the first quarters of 2007 and 2006,
          respectively.
     *    General and administrative expenses decreased to $1.8 million from
          $2.0 million in the first quarter of 2007.  The decrease was
          primarily due to decreases in non-cash stock related compensation
          costs.  General and administrative expenses included $0.5 million
          and $0.7 million of non-cash stock related compensation costs in the
          first quarters of 2007 and 2006, respectively.


* We have not provided for income taxes for the first quarter of 2007 because we do not expect to have taxable income for the full year 2007. Our income before income taxes in 2007 includes program fee revenue. For tax purposes, we recognized all of the related program fee revenue in 2006, which is the primary reason for our expectations for no taxable income for 2007. About Pain Therapeutics, Inc. We develop novel drugs in the areas of pain management and hematology/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. Our early-stage drugs include a novel radio-labeled monoclonal antibody to treat metastatic melanoma, a deadly form of skin cancer. We are also working on a new treatment for patients with hemophilia, a rare blood disorder. The FDA has not yet evaluated the merits, safety or efficacy of our drug candidates. For more information, please visit our website at http://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, including the enrollment in the Remoxy Phase III study, the Company's patient recruitment for its metastatic melanoma Phase I study, the Company's discussions with the National Institute on Drug Abuse, the Company's expected hemophilia meeting with the FDA, the Company's expected cash requirements in 2007, the Company's expectation for no taxable income 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 March 31, 2007 2006 Revenue Program fee revenue $6,550 $6,550 Collaboration revenue 15,504 8,776 Total revenue 22,054 15,326 Operating expenses Research and development 9,860 12,854 General and administrative 1,838 1,970 Total operating expenses 11,698 14,824 Operating income 10,356 502 Interest and other income 2,280 2,088 Income before provision for income taxes 12,636 2,590 Provision for income taxes -- 1,713 Net income $12,636 $877 Earnings per share Basic $0.28 $0.02 Diluted $0.28 $0.02 Weighted-average shares used in computing earnings per share Basic 44,341 43,995 Diluted 45,591 45,505 PAIN THERAPEUTICS, INC. CONDENSED BALANCE SHEETS (in thousands) March 31, December 31, 2007 2006(1) (Unaudited) Assets Current assets Cash, cash equivalents and marketable securities $209,960 $204,400 Other current assets 294 2,714 Total current assets 210,254 207,114 Non-current assets Property and equipment, net 1,223 1,267 Other assets 768 75 Total assets $212,245 $208,456 Liabilities and stockholders' equity Current liabilities Accounts payable $840 $985 Accrued development expense 4,062 5,777 Deferred program fee revenue - current portion 26,200 26,200 Income taxes payable -- 2,779 Other accrued liabilities 1,921 913

Total current liabilities 33,023 36,654 Non-current liabilities Deferred program fee revenue - non-current portion 87,337 93,887 Other liabilities 760 -- Total liabilities 121,120 130,541 Stockholders' equity Common stock 44 44 Additional paid-in-capital 215,595 214,749 Accumulated other comprehensive income (loss) 103 (372) Accumulated deficit (124,617) (136,506) Total stockholders' equity 91,125 77,915 Total liabilities and stockholders' equity $212,245 $208,456 (1) Derived from audited financial statements. SOURCE Pain Therapeutics, Inc. -0- 05/02/2007 /CONTACT: Christi Waarich, Senior Manager of Investor Relations of Pain Therapeutics, Inc., +1-650-825-3324, 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)