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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)

                                January 17, 2006

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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 January 17, 2006, Pain Therapeutics, Inc. (the "Company") issued a press release announcing the Company's financial results for the fourth quarter and year ended December 31, 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. (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 January 17, 2006.

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: January 17, 2006

EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------------- ---------------------------------------------------------------- 99.1 Press Release of Pain Therapeutics, Inc. dated January 17, 2006.

                                                                    Exhibit 99.1

For More Information Contact:

Christi Waarich                                           Carney Duntsch (Media)
Senior Manager of Investor Relations                      Burns McClellan
Pain Therapeutics, Inc.                                   212-213-0006
cwaarich@paintrials.com
650-825-3324

FOR IMMEDIATE RELEASE
- ---------------------

                           PAIN THERAPEUTICS ANNOUNCES
               FOURTH QUARTER AND YEAR-END 2005 FINANCIAL RESULTS

SOUTH SAN FRANCISCO, Calif. - January 17, 2006 - Pain Therapeutics, Inc.
(Nasdaq: PTIE), a biopharmaceutical company, today reported financial results
for the fourth quarter and year ended December 31, 2005.

The net loss for the quarter ended December 31, 2005 was $3.1 million, or $0.07
per share, compared to a net loss of $9.3 million, or $0.22 per share for the
fourth quarter of 2004. The net loss for the year ended December 31, 2005 was
$30.7 million, or $0.70 per share, compared to a net loss of $37.8 million, or
$1.01 per share, for the same period of 2004.

At December 31, 2005 Pain Therapeutics' cash, cash equivalents and marketable
securities were $212.7 million. This total included the $150.0 million in
upfront fees received from King Pharmaceuticals, Inc. (NYSE: KG) in connection
with a recently announced strategic alliance.

"In 2005, we made steady progress against our financial objectives, as
demonstrated by the closing of the King deal," said Remi Barbier, Pain
Therapeutics' president and chief executive officer. "The recent strengthening
of our balance sheet allows Pain Therapeutics to move forward rather
aggressively with key clinical programs for Remoxy(TM) and Oxytrex(TM) in 2006
while maintaining a relatively low net cash burn. We forecast a net cash burn
rate of about $15 million for 2006 against a cash position of $212.7 million.
This amount includes a generous allowance to replenish our pipeline with at
least one new IND in our core area of expertise with abuse-resistant opioids."

Program fee revenue resulted from the amortization of the $150 million upfront
fee received from King from the beginning of the collaboration in November 2005
to the end of 2005. Collaboration revenue reflects reimbursement of Pain
Therapeutics' collaboration expenses to the end of 2005 from King.

                                     -more-

Research and development expenses decreased to $7.2 million in the fourth quarter of 2005 from $8.9 million in the fourth quarter of 2004. Research and development expenses decreased to $32.9 million for the year 2005 from $35.1 million for the year 2004. The decrease in research and development expenses was primarily related to the completion of the Phase III study with Oxytrex and the termination of the PTI-901 clinical program. General and administrative expenses increased to $1.6 million in the fourth quarter of 2005 from $1.0 million in the fourth quarter of 2004. General and administrative expenses increased to $4.9 million for the year 2005 from $3.9 million for the year 2004. FINANCIAL OUTLOOK - ----------------- At December 31, 2005 Pain Therapeutics' cash, cash equivalents and marketable securities were $212.7 million. Pain Therapeutics expects net cash requirements to be approximately $15 million in 2006, plus or minus 10%. CONFERENCE CALL AND WEBCAST INFORMATION - --------------------------------------- Pain Therapeutics will host a conference call today at 9:30 a.m. Pacific Time/12:30 p.m. Eastern Time to discuss this announcement. To participate in the conference call, please dial 888-396-2356 (within the U.S.) or 617-847-8709 (outside the U.S.) fifteen minutes prior to the start of the call. The call reference number is 81544426. A playback of the conference call will be available following the call. To access the playback, please dial 888-286-8010 (within the U.S.) or 617-801-6888 (outside the U.S.) and enter reservation number 88878694. A webcast of the conference call will also be available online at www.paintrials.com. ABOUT PAIN THERAPEUTICS, INC. - ----------------------------- We are a biopharmaceutical company that develops novel drugs. We have two drug candidates, Remoxy and Oxytrex, in Phase III clinical programs. Both drugs target different segments of the multi-billion dollar market to treat severe chronic pain, such as persistent low-back pain or pain due to advanced stages of osteoarthritis. 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 Company's expected net cash requirements in 2006 and through late-stage development of its drug candidates, the potential benefits of the Company's drug candidates, the Company's plans for filing an IND in 2006 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. -Financial Tables Follow- -more-

PAIN THERAPEUTICS, INC. CONDENSED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) (Unaudited) Three Months Ended Year Ended December 31, December 31, ----------------------- ----------------------- 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Revenues: Program fee revenue $ 3,712 $ - $ 3,712 $ - Collaboration revenue 1,368 - 1,368 - ---------- ---------- ---------- ---------- Total revenues 5,080 - 5,080 - Operating expenses (1): Research and development 7,154 8,869 32,938 35,093 General and administrative 1,577 964 4,859 3,868 ---------- ---------- ---------- ---------- Total operating expenses 8,731 9,833 37,707 38,961 ---------- ---------- ---------- ---------- Operating loss (3,561) (9,833) (32,717) (38,961) Other income: Interest income 519 517 2,047 1,185 ---------- ---------- ---------- ---------- Net loss $ (3,132) $ (9,316) $ (30,670) $ (37,776) ========== ========== ========== ========== Basic and diluted loss per common share $ (0.07) $ (0.22) $ (0.70) $ (1.01) ========== ========== ========== ========== Weighted-average shares used in computing basic and diluted loss per common share 43,916 42,509 43,795 37,267 ========== ========== ========== ========== (1) Included in research and development and general and administrative expenses are stock based compensation expenses of $90 thousand and $69 thousand for the three months ended December 31, 2005 and 2004, respectively, and $248 thousand and $401 thousand for the years ended December 31, 2005 and 2004, respectively. PAIN THERAPEUTICS, INC. CONDENSED BALANCE SHEETS (in thousands) December 31, December 31, 2005 2004(2) ------------- ------------- (Unaudited) ASSETS Current assets: Cash, cash equivalents and marketable securities $ 212,652 $ 99,397 Collaboration revenue receivable 889 - Prepaid expenses 623 259 ------------- ------------- Total current assets 214,164 99,656 Property and equipment, net 1,556 1,461 Other assets 75 75 ------------- ------------- Total assets $ 215,795 $ 101,192 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 998 $ 877 Accrued development expense 4,461 6,358 Deferred program fee revenue - current portion 26,200 - Accrued compensation and benefits 501 415 Other accrued liabilities 187 146 ------------- ------------- Total current liabilities 32,347 7,796 Non-current liabilities: Deferred program fee revenue - non-current portion 120,088 - ------------- ------------- Total liabilities 152,435 7,796 ------------- ------------- Stockholders' equity: Common stock 44 44 Additional paid-in-capital 206,489 205,920 Accumulated other comprehensive loss (479) (544) Accumulated deficit (142,694) (112,024) ------------- ------------- Total stockholders' equity 63,360 93,396 ------------- ------------- Total liabilities and stockholders' equity $ 215,795 $ 101,192 ============= ============= (2) Derived from audited financial statements. ###