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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)

                                November 2, 2005

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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 of   (Commission File Number)    (IRS Employer
          incorporation)                                     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 November 2, 2005, Pain Therapeutics, Inc. (the "Company") issued a press release announcing the Company's financial results for the three and nine months ended September 30, 2005. 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. (c) 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 November 2, 2005.

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: November 2, 2005

EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------- ----------------------------------------------------------------- 99.1 Press Release of Pain Therapeutics, Inc. dated November 2, 2005.

                                                                    Exhibit 99.1

        PAIN THERAPEUTICS ANNOUNCES THIRD QUARTER 2005 FINANCIAL RESULTS

    SOUTH SAN FRANCISCO, Calif., Nov. 2 /PRNewswire-FirstCall/ -- Pain
Therapeutics, Inc. (Nasdaq: PTIE), a biopharmaceutical company, today reported
financial results for the three and nine months ended September 30, 2005.

    The net loss for the quarter ended September 30, 2005 was $8.8 million, or
$0.20 per share, compared to a net loss of $9.2 million, or $0.26 per share in
the third quarter of 2004. The net loss for the nine months ended September 30,
2005 was $27.5 million, or $0.63 per share, compared to a net loss of $28.5
million, or $0.80 per share for the nine months ended September 30, 2004.

    Cash, cash equivalents and marketable securities totaled $71.5 million at
September 30, 2005.

    Research and development expenses for the third quarter of 2005 decreased to
$8.1 million from $8.5 million for the same three-month period in 2004. Research
and development expenses for the nine months ended September 30, 2005 decreased
to $25.8 million from $26.2 million for the same nine-month period in 2004. The
decrease in research and development expenses was primarily related to the
completion of the Phase III studies with Oxytrex(TM), Remoxy(TM) and PTI-901.

    General and administrative expenses for the third quarter of 2005 increased
to $1.1 million from $0.9 million for the same period in 2004. General and
administrative expenses for the nine months ended September 30, 2005 increased
to $3.3 million from $2.9 million for the same period in 2004.

    About Pain Therapeutics, Inc.
    Pain Therapeutics is an emerging biopharmaceutical company that develops
novel drugs. Our investigational drug candidates target different types of
chronic pain, such as low-back pain, pain due to osteoarthritis or irritable
bowel syndrome. Pain Therapeutics has three unique drugs in Phase III clinical
development: Remoxy, Oxytrex and PTI-901.

    For more information please visit 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,
the potential benefits of the Company's drug candidates and the size of the
potential market for the Company's products. 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. (A Development Stage Enterprise) CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------------ ------------------------ 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Operating expenses (1): Research and development $ 8,144 $ 8,547 $ 25,783 $ 26,224 General and administrative 1,105 861 3,282 2,904 Total operating expenses 9,249 9,408 29,065 29,128 Operating loss (9,249) (9,408) (29,065) (29,128) Other income: Interest income 482 177 1,528 668 Net loss $ (8,767) $ (9,231) $ (27,537) $ (28,460) Basic and diluted net loss per common share $ (0.20) $ (0.26) $ (0.63) $ (0.80) Weighted-average shares used in computing basic and diluted net loss per common share 43,853 35,594 43,754 35,507 (1) Included in research and development and general and administrative expenses are stock based compensation expenses of $68 thousand and $20 thousand for the three months ended September 30, 2005 and 2004, respectively, and $159 thousand and $332 thousand for the nine months ended September 30, 2005 and 2004, respectively. PAIN THERAPEUTICS, INC. (A Development Stage Enterprise) CONDENSED BALANCE SHEETS (in thousands) September 30, December 31, 2005 2004(2) -------------- -------------- (Unaudited) Assets Current assets: Cash, cash equivalents and marketable securities $ 71,547 $ 99,397 Prepaid expenses 540 259 Total current assets 72,087 99,656 Property and equipment, net 1,612 1,461 Other assets 75 75 Total assets $ 73,774 $ 101,192 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 564 $ 877 Accrued development expense 6,539 6,358 Accrued compensation and benefits 416 415 Other accrued liabilities 116 146 Total liabilities 7,635 7,796 Stockholders' equity: Common stock 44 44 Additional paid-in-capital 206,168 205,920 Accumulated other comprehensive loss (512) (544) Deficit accumulated during the development stage (139,561) (112,024) Total stockholders' equity 66,139 93,396 Total liabilities and stockholders' equity $ 73,774 $ 101,192 (2) Derived from audited financial statements. SOURCE Pain Therapeutics, Inc. -0- 11/02/2005 /CONTACT: Christi Waarich, Senior Manager of Investor Relations of Pain Therapeutics, Inc., +1-650-825-3324, or cwaarich@paintrials.com; or media, Carney Duntsch of Burns McClellan, +1-212-213-0006, for Pain Therapeutics, Inc./ /Web site: http://www.paintrials.com /