8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 7, 2006

Neose Technologies, Inc.

(Exact Name of Issuer as Specified in Charter)

Delaware	0-27718	13-3549286
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

102 Witmer Road, Horsham, Pennsylvania	19044
(Address of Principal Executive Offices)	(Zip Code)

(215) 315-9000
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 — Results of Operations and Financial Condition.

     On March 7, 2006, Neose Technologies, Inc. (the “Company”) announced financial results for the fourth quarter and year ended December 31, 2005, and provided financial guidance for 2006. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 — Financial Statements and Exhibits.

(c) Exhibits: Reference is made to the Exhibit Index annexed hereto and made a part hereof.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this report regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the section entitled “Factors Affecting the Company’s Prospects” in our Annual Report on Form 10-K for the year ended December 31, 2004, and discussions of potential risks and uncertainties in Neose’s subsequent filings with the SEC.

Signatures

     Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Neose Technologies, Inc.
Date: March 7, 2006	By:	/s/ C. Boyd Clarke
		C. Boyd Clarke Chairman and Chief Executive Officer

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Index to Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated March 7, 2006

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EX-99.1

EXHIBIT 99.1

NEOSE TECHNOLOGIES REPORTS 2005 YEAR END FINANCIAL RESULTS AND PROVIDES 2006 GUIDANCE

HORSHAM, PA, March 7, 2006 — Neose Technologies, Inc. (NasdaqNM: NTEC) today announced financial results for the year and fourth quarter ended December 31, 2005.

For the year ended December 31, 2005, the Company reported a net loss of $51.8 million, or $1.64 per basic and diluted share, compared to a net loss of $41.6 million, or $1.82 per basic and diluted share, for the same period in 2004. The Company’s net loss for the year ended December 31, 2005 included $14.2 million of charges related to our restructuring of operations announced in August 2005. The restructuring charges consisted of $13.2 million of non-cash property and equipment impairment charges and $1.0 million of employee severance and facility closure costs.

For the quarter ended December 31, 2005, the Company reported a net loss of $7.7 million, or $0.23 per basic and diluted share, compared to a net loss of $11.0 million, or $0.44 per basic and diluted share, for the same period in 2004.

Revenues were $6.1 million for the year ended December 31, 2005, compared to $5.1 million for the same period in 2004. The increase in revenues for 2005 was primarily due to revenues recognized under the Company’s collaborations with BioGeneriX. Revenues for the fourth quarter of 2005 were $1.9 million, compared to $1.5 million for the fourth quarter of 2004. The increase in revenues for the 2005 period was due to revenues recognized under the Company’s collaborations with Novo Nordisk and BioGeneriX.

Research and development expenses for the year ended December 31, 2005 were $33.1 million, compared to $34.7 million in 2004. For the fourth quarter of 2005, research and development expenses were $7.0 million, compared to $9.7 million for the same period in 2004. These decreases were primarily due to the reduction in headcount and operational costs resulting from the Company’s August 2005 restructuring.

General and administrative expenses were $10.9 million for the year ended December 31, 2005, compared to $11.7 million for the same period in 2004. For the fourth quarter of 2005, general and administrative expenses were $2.4 million, compared to $2.7 million for the same period in 2004. These decreases were primarily due to reduced salaries, consulting, and depreciation expenses.

NEOSE TECHNOLOGIES, INC. Page 2

The Company ended 2005 with $37.7 million in cash and cash equivalents. During 2006, the Company anticipates average quarterly spending of approximately $8.0 million to $8.5 million to fund its operating activities, capital expenditures, and debt repayments, without giving effect to the impact of entering into any new collaborative agreements or disposing of the Company’s current headquarters and manufacturing facility.

Conference Call

The Company will host a conference call at 5:00 p.m. (ET) on March 7, 2006, to discuss the fourth quarter financial results and update investors on company developments. The dial-in number for domestic callers is (800) 967-7134. The dial-in number for international callers is (719) 457-2625. A replay of the call will be available for 7 days beginning approximately three hours after the conclusion of the call. The replay number for domestic callers is (888) 203-1112 using the pass code 9408433. The replay number for international callers is (719) 457-0820, also using the pass code 9408433. The call will also be webcast live through the Company’s website via the following link:

http://phx.corporate-ir.net/phoenix.zhtml?c=60494&p=irol-calendar

To listen to the live call, please go to the web site at least fifteen minutes early to register, download, and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call.

About Neose

Neose is a biopharmaceutical company using its proprietary enzymatic technologies to develop improved drugs, focusing primarily on therapeutic proteins. Neose uses its GlycoAdvance^® and GlycoPEGylation™ technologies to develop improved versions of drugs with proven safety and efficacy. Neose intends to apply its technologies to products it is developing on its own and to products it co-develops and co-owns with others. It also expects to make its technologies available, through strategic partnerships, to improve the products of other parties. Neose’s first two proprietary candidates are NE-180 (GlycoPEG-EPO), a long-acting version of erythropoietin, and GlycoPEG-GCSF, a long-acting version of granulocyte colony stimulating factor (G-CSF).

NEOSE TECHNOLOGIES, INC. Page 3

Statements of Operations
(in thousands, except per share data)
(unaudited)

	Year						Three months
	ended December 31,						ended December 31,
	2005			2004			2005			2004
Revenue from collaborative agreements	$	6,137		$	5,070		$	1,866		$	1,478
Operating expenses:
Research and development		33,136			34,672			7,003			9,701
General and administrative		10,878			11,711			2,409			2,664
Restructuring charges		14,206			—			204			—
Total operating expenses		58,220			46,383			9,616			12,365
Operating loss		(52,083	)		(41,313	)		(7,750	)		(10,887	)
Other income		22			—			—			—
Interest income		1,536			652			399			221
Interest expense		(1,314	)		(981	)		(315	)		(323	)
Net loss	$	(51,839	)	$	(41,642	)	$	(7,666	)	$	(10,989	)
Basic and diluted net loss per share	$	(1.64	)	$	(1.82	)	$	(0.23	)	$	(0.44	)
Weighted-average shares outstanding used in computing basic and diluted net loss per share		31,590			22,898			32,782			24,717

NEOSE TECHNOLOGIES, INC. Page 4

Condensed Balance Sheets
(in thousands)
(unaudited)

	December 31,
	2005		2004
Assets
Cash and cash equivalents	$	37,738	$	45,048
Accounts receivable		1,076		2,150
Prepaid expenses and other current assets		892		618
Total current assets		39,706		47,816
Property and equipment, net		24,708		41,133
Intangible and other assets, net		949		1,782
Total assets	$	65,363	$	90,731
Liabilities and Stockholders’ Equity
Current liabilities	$	10,595	$	11,897
Long-term debt and capital lease obligations		10,423		13,759
Deferred revenue, net of current portion		3,765		3,688
Other liabilities		463		533
Total liabilities		25,246		29,877
Stockholders’ equity		40,117		60,854
Total liabilities and stockholders’ equity	$	65,363	$	90,731

CONTACTS:

Neose Technologies, Inc.
A. Brian Davis
Sr. Vice President and Chief Financial Officer
(215) 315-9000
Barbara Krauter
Manager, Investor Relations
(215) 315-9004

For more information, please visit www.neose.com.

Neose “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. For a discussion of these risks and uncertainties, any of which could cause our actual results to differ from those contained in the forward-looking statement, see the section of Neose’s Annual Report on Form 10-K for the year ended December 31, 2004, entitled “Factors Affecting the Company’s Prospects” and discussions of potential risks and uncertainties in Neose’s subsequent filings with the SEC.

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