8-K

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): November 5, 2003

NEOSE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 0-27718 (Commission File Number) 13-3549286 (IRS Employer Identification No.)

102 Witmer Road, Horsham, Pennsylvania 19044

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (215) 315-9000

Item  7. Financial Statements, Pro Forma Financial Information And Exhibits.

(a) Financial Statements of Businesses Acquired: None

(b) Pro Forma Financial Information: None

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

Item  12. Results of Operations and Financial Condition.

The information under this caption is furnished by Neose Technologies, Inc. (the “Company”) in accordance with Securities Exchange Commission Release No. 33-8216. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On November 5, 2003, the Company announced financial results for the quarter ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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SIGNATURES

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 thereunto duly authorized.

NEOSE TECHNOLOGIES, INC.
By:	/s/    C. Boyd Clarke
	C. Boyd Clarke
	President and Chief Executive Officer

Dated: November 5, 2003

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued on November 5, 2003 by Neose Technologies, Inc.

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EX-99.1

Exhibit 99.1

[LOGO]

NEOSE TECHNOLOGIES, INC.

102 Witmer Road, Horsham, PA 19044  215.315.9000   fax:215.315.9100

email: info@neose.com   www.neose.com

NEOSE TECHNOLOGIES REPORTS THIRD QUARTER

FINANCIAL RESULTS

HORSHAM, PA, November 5, 2003 — Neose Technologies, Inc. (NasdaqNM: NTEC) today announced financial results for the third quarter and nine months ended September 30, 2003.

For the quarter ended September 30, 2003, the Company reported a net loss of $10,338,000, or $0.59 per basic and diluted share, compared to a net loss of $5,955,000, or $0.42 per basic and diluted share, for the same period in 2002. The Company reported revenues of $150,000 for the third quarter of 2003, compared to $2,187,000 for the third quarter of 2002. The decrease in revenues for the 2003 period was primarily due to completion of our activities under our Wyeth Pharmaceuticals agreement in 2002, which resulted in no revenues for the 2003 period. During the quarter ended September 30, 2003, the Company recorded a non-cash impairment charge of $1,250,000 to reduce the carrying value of an investment in convertible preferred stock to zero.

For the nine months ended September 30, 2003, the Company reported a net loss of $27,985,000, or $1.66 per basic and diluted share, compared to a net loss of $20,040,000, or $1.41 per basic and diluted share, for the same period in 2002. The Company reported revenues of $871,000 for the first nine months of 2003, compared to $4,519,000 for the same period in 2002. The decrease in revenues for the 2003 period was primarily due to completion of our activities under our Wyeth Pharmaceuticals agreement in 2002, which resulted in no revenues for the 2003 period, and the completion of our activities under our Wyeth Nutrition agreement during the second quarter of 2003, which resulted in lower revenues during the 2003 period than in the 2002 period.

In September 2003, the Company sold 2,655,557 shares of common stock at $9.00 per share in a registered offering, generating gross proceeds of $23,900,000. Also in September 2003, the Company borrowed $831,000 to finance previously purchased equipment. The Company ended the third quarter with $56,166,000 in cash, cash equivalents, and marketable securities.

Operating expenses for the nine months ended September 30, 2003 were $27,688,000, compared to $25,664,000 for the same period in 2002. Research and development expenses for the nine months ended September 30, 2003 increased to $19,031,000 from $16,259,000 in

NEOSE TECHNOLOGIES, INC. Page 2

the comparable 2002 period. Research and development expenses for the 2002 period included severance expense of $2,295,000, of which $1,608,000 was a non-cash charge related to an agreement entered into with one of the Company’s former executive officers. More than offsetting the decrease in severance expense in the 2003 period were increases related to the purchase of supplies and outside services, including preclinical studies, depreciation for improvements to the Company’s pilot manufacturing facility, and additional personnel.

The Company’s marketing, general, and administrative expenses were $8,657,000 for the nine months ended September 30, 2003 compared to $9,405,000 for the first nine months of 2002. The 2002 period included severance expense of $427,000, of which $309,000 related to an agreement entered into with one of the Company’s former executive officers. Further contributing to the decrease from 2002 to 2003 were decreases in recruiting, relocation, legal and consulting expenses.

Conference Call

The Company will host a conference call at 5:00 p.m. (EST) on November 5, 2003, to discuss the third quarter financial results and update investors on company developments. The dial-in number for domestic callers is (800) 474-8920. The dial-in number for international callers is (719) 457-2727. A replay of the call will be available for 7 days beginning approximately three hours after the call’s conclusion. The replay number for domestic callers is (888) 203-1112 using the passcode 368997. The replay number for international callers is (719) 457-0820, also using the passcode 368997. 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://www.firstcallevents.com/service/ajwz392316402gf12.html

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 is a biopharmaceutical company focused on the improvement of protein therapeutics using its proprietary technologies. By applying its GlycoAdvance^™ and GlycoPEGylation^™ technologies, Neose is developing improved versions of currently marketed therapeutics with proven efficacy. These next-generation proteins are expected to offer significant advantages over first-generation drugs that are now on the market, such as less frequent dosing and improved safety and efficacy. In addition to developing its own products or co-developing products with others, Neose expects to enter into strategic partnerships for the inclusion of its technologies into products being developed by other biotechnology and pharmaceutical companies.

NEOSE TECHNOLOGIES, INC. Page 3

Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2003			2002			2003			2002
Revenue from collaborative agreements	$	150		$	2,187		$	871		$	4,519
Operating expenses:
Research and development		6,747			5,285			19,031			16,259
Marketing, general and administrative		2,456			3,197			8,657			9,405
Total operating expenses		9,203			8,482			27,688			25,664
Operating loss		(9,053	)		(6,295	)		(26,817	)		(21,145	)
Impairment of equity securities		(1,250	)		—			(1,250	)		—
Interest income		103			378			420			1,225
Interest expense		(138	)		(38	)		(338	)		(120	)
Net loss	$	(10,338	)	$	(5,955	)	$	(27,985	)	$	(20,040	)
Basic and diluted net loss per share	$	(0.59	)	$	(0.42	)	$	(1.66	)	$	(1.41	)
Weighted-average shares outstanding used in computing basic and diluted net loss per share		17,437			14,310			16,828			14,238

Condensed Balance Sheets

(in thousands)

(unaudited)

Assets	September 30, 2003		December 31, 2002
Cash, cash equivalents and marketable securities	$	56,166	$	41,040
Restricted funds and other current assets		1,553		1,535
Total current assets		57,719		42,575
Property and equipment, net		36,312		36,508
Other assets and acquired intellectual property, net		2,948		4,009
Total assets	$	96,979	$	83,092
Liabilities and Stockholders’ Equity
Current liabilities	$	7,828	$	6,517
Other liabilities		529		330
Long-term debt and capital lease obligations		6,728		5,560
Total liabilities		15,085		12,407
Stockholders’ equity		81,894		70,685
Total liabilities and stockholders’ equity	$	96,979	$	83,092

NEOSE TECHNOLOGIES, INC. Page 4

CONTACTS:

Neose  Technologies, Inc.

Robert I. Kriebel

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.