Pain Therapeutics (PTIE)

Common Stock

The shelf registration statements we filed with the Securities and Exchange Commission in 2005 and 2003 expired unused in 2008.

Common Stock

In 2005, we filed with the Securities and Exchange Commission a registration statement, using a shelf registration process, under which we may offer to sell any combination of securities described in the registration statement in one or more offerings, up to a total dollar amount of $150.0 million. We have not sold any securities under this registration statement.

We also have reserved 7,000,000 shares of common stock to be offered via prospectus in amounts, at prices and at terms determined at the time of an offering and that may be sold directly by us to investors, through agents designated from time to time, or to or through underwriters or dealers, pursuant to a registration statement, under a shelf registration process.

Common Stock

In 2004, we filed with the Securities and Exchange Commission a registration statement, using a shelf registration process, and reserved 15,000,000 shares of common stock to be offered via prospectus in amounts, at prices and at terms determined at the time of an offering and that may be sold directly by us to investors, through agents designated from time to time, or to or through underwriters or dealers. In 2004, we issued 8,000,000 shares of common stock at $7.25 per share in a follow-on public offering pursuant to this shelf registration statement and received net proceeds of approximately $54.5 million after deducting underwriting discounts and related expenses.

In 2005, we filed with the Securities and Exchange Commission a registration statement, using a shelf registration process under which we may offer to sell any combination of securities described in the registration statement in one or more offerings, up to a total dollar amount of $150.0 million. We have not sold any securities under this registration statement.

Common Stock

In 2003, we issued 7,730,500 shares of common stock at $6.50 per share in a follow-on public offering and received net proceeds of approximately $46.7 million, after deducting underwriting discounts and related expenses.

In 2004, we file with the Securities and Exchange Commission a registration statement, using a shelf registration process, and reserved 15,000,000 shares of common stock to be offered via prospectus in amounts, at prices and at terms determined at the time of an offering and that may be sold directly by us to investors, through agents designated from time to time, or to or through underwriters or dealers. In 2004, we issued 8,000,000 shares of common stock at $7.25 per share in a follow-on public offering pursuant to this shelf registration statement and received net proceeds of approximately $54.5 million after deducting underwriting discounts and related expenses.

In 2005, we filed with the Securities and Exchange Commission a registration statement, using a shelf registration process under which we may offer to sell any combination of securities described in the registration statement in one or more offerings, up to a total dollar amount of $150 million. We have not sold any securities under this registration statement.