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): August 9, 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 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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

TABLE OF CONTENTS

Press Release dated August 9, 2006

Item 2.02 – Results of Operations and Financial Condition.

     On August 9, 2006, Neose Technologies, Inc. (the “Company”) announced financial results for the quarter ended June 30, 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, 2005, and discussions of potential risks and uncertainties in Neose’s subsequent filings with the SEC.

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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: August 9, 2006	By:	/s/ George J. Vergis
		George J. Vergis, Ph.D.
		President and Chief Executive Officer

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Index to Exhibits

Exhibit No.	Description
Exhibit 99.1	Press Release dated August 9, 2006

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EX-99.1

EXHIBIT 99.1

NEOSE TECHNOLOGIES REPORTS SECOND QUARTER FINANCIAL
RESULTS

HORSHAM, PA, August 9, 2006 — Neose Technologies, Inc. (NasdaqGM: NTEC) today announced financial results for the second quarter and six months ended June 30, 2006.

For the quarter ended June 30, 2006, the Company reported a net loss of $8.4 million, or $0.26 per basic and diluted share, compared to a net loss of $10.3 million, or $0.31 per basic and diluted share, for the same period in 2005. The decreased net loss for the 2006 period was primarily due to a $1.6 million decrease in operating expenses and a $0.3 million increase in revenues.

The Company reported revenues of $1.7 million for the second quarter of 2006, compared to $1.4 million for the second quarter of 2005. The increase in revenues during the 2006 period was primarily due to revenues recognized under the Company’s collaboration with Novo Nordisk A/S. Research and development expenses decreased to $7.1 million in the second quarter of 2006 from $9.0 million in the second quarter of 2005. The decrease in research and development expenses during the 2006 period as compared to the 2005 period was primarily due to lower payroll and operational costs resulting from the Company’s August 2005 restructuring. The reduction in expenses related to the restructuring was partially offset by Phase I clinical study costs for NE-180. Research and development expenses for the second quarter of 2006 included $0.2 million of stock-based compensation expense primarily due to the adoption in January 2006 of SFAS No. 123(R).

General and administrative expenses were $3.1 million for the quarter ended June 30, 2006, compared to $2.8 million for the quarter ended June 30, 2005. The increase for the 2006 period was due to higher legal fees associated with intellectual property, and was partially offset by lower consulting and operational costs resulting from the Company’s August 2005 restructuring. General and administrative expenses for the 2006 period included $0.4 million of stock-based compensation expense primarily due to the adoption of SFAS No. 123(R).

For the six months ended June 30, 2006, the Company reported a net loss of $16.2 million, or $0.49 per basic and diluted share, compared to a net loss of $21.6 million, or $0.71 per basic and diluted share, for the same period in 2005. The Company reported revenues of $4.1 million for the first six months of 2006, compared to $2.8 million for the same period in 2005. The increase in revenues for the 2006 period was primarily due to revenues recognized under the Company’s collaboration with Novo Nordisk.

Operating expenses for the six months ended June 30, 2006 were $20.4 million, compared to $24.4 million for the same period in 2005. Research and development expenses for the six months ended June 30, 2006 decreased to $14.4 million from $18.6 million in the comparable

NEOSE TECHNOLOGIES, INC. Page 2

2005 period. The decrease in research and development expenses during the 2006 period as compared to the 2005 period was primarily due to lower payroll and operational costs resulting from the Company’s August 2005 restructuring. The reduction in expenses related to the restructuring was partially offset by Phase I clinical study costs for NE-180. Research and development expenses for the six months ended June 30, 2006 included $0.5 million of stock-based compensation expense primarily due to the adoption in January 2006 of SFAS No. 123(R).

General and administrative expenses were $6.0 million for the six months ended June 30, 2006, compared to $5.8 million for the same period last year. The increase for the 2006 period was also due to higher legal fees associated with intellectual property, partially offset by lower consulting and operational costs resulting from the Company’s August 2005 restructuring. General and administrative expenses for the 2006 period included $1.0 million of stock-based compensation expense primarily due to the adoption of SFAS No. 123(R).

The Company ended the second quarter with $21.4 million in cash and cash equivalents.

Conference Call

The Company will host a conference call at 5:00 p.m. (EDT) on August 9, 2006, to discuss the second quarter financial results and update investors on company developments. The dial-in number for domestic callers is (866) 550-6338. The dial-in number for international callers is (347) 284-6930. 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 passcode 4857872. The replay number for international callers is (719) 457-0820, also using the passcode 4857872. Live audio of the conference call will be simultaneously broadcast over the Internet through First Call Events, which can be accessed 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. The call will also be available on the Investor Relations/Audio Archives page of the Neose website at www.neose.com.

About Neose

Neose Technologies, Inc. is a clinical-stage biopharmaceutical company focused on the development of next-generation therapeutic proteins that are competitive with best-in-class protein drugs currently on the market, on its own and through strategic partnerships. The lead candidates in its pipeline, NE-180 for use in the treatment of chemotherapy-induced anemia and anemia associated with chronic renal failure and GlycoPEG-GCSF for chemotherapy-induced neutropenia, target markets with aggregate sales in excess of $14 billion. Neose expects to commence Phase II for NE-180 in a Western European country in the fourth quarter of 2006. Neose expects that its partner for GlycoPEG-GCSF, BioGenerix AG, will commence Phase I in a Western European country in the third quarter of 2006.

NEOSE TECHNOLOGIES, INC. Page 3

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

	Three months						Six months
	ended June 30,						ended June 30,
	2006			2005			2006			2005
Revenue from collaborative agreements	$	1,715		$	1,420		$	4,111		$	2,768
Operating expenses:
Research and development		7,051			8,987			14,362			18,612
General and administrative		3,094			2,806			6,022			5,784
Total operating expenses		10,145			11,793			20,384			24,396
Operating loss		(8,430	)		(10,373	)		(16,273	)		(21,628	)
Other income		—			—			—			22
Interest income		308			419			674			723
Interest expense		(325	)		(331	)		(633	)		(669	)
Net loss	$	(8,447	)	$	(10,285	)	$	(16,232	)	$	(21,552	)
Basic and diluted net loss per share	$	(0.26	)	$	(0.31	)	$	(0.49	)	$	(0.71	)
Weighted-average shares outstanding used in computing basic and diluted net loss per share		32,804			32,782			32,794			30,378

NEOSE TECHNOLOGIES, INC. Page 4

Condensed Balance Sheets
(unaudited)
(in thousands)

	June 30, 2006		December 31, 2005
Assets
Cash and cash equivalents	$	21,351	$	37,738
Accounts receivable		3		1,076
Prepaid expenses and other current assets		1,727		892
Total current assets		23,081		39,706
Property and equipment, net		24,098		24,708
Intangible and other assets, net		609		949
Total assets	$	47,788	$	65,363
Liabilities and Stockholders’ Equity
Current liabilities	$	9,440	$	10,595
Long-term debt and capital lease obligations, net of current portion		8,889		10,423
Deferred revenue, net of current portion		3,529		3,765
Other liabilities		487		463
Total liabilities		22,345		25,246
Stockholders’ equity		25,443		40,117
Total liabilities and stockholders’ equity	$	47,788	$	65,363

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.

“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 the Company’s actual results to differ from those contained in the forward- looking statement, see the section entitled “Factors Affecting the Company’s Prospects” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, and discussions of risk factors in the Company’s subsequent SEC filings.

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