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 7, 2008

Neose Technologies, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-27718	13-3549286
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
102 Rock Road, Horsham, Pennsylvania		19044
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

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

Not Applicable
______________________________________________
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:

[  ]  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))

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2008, Neose Technologies, Inc. (the "Company") announced financial results for the second quarter ended June 30, 2008. 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.

The attached Exhibit Index is incorporated herein by reference.

“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, including statements regarding our anticipated operating and capital requirements are “forward-looking statements” that involve risks and uncertainties, including the risk that we will incur unexpected or unavoidable expenditures in 2008. 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 “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and discussions of potential risk and uncertainties in the Company’s subsequent filings with the SEC.

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 hereunto duly authorized.

	Neose Technologies, Inc.
August 7, 2008	By:	/s/ A. Brian Davis
		Name: A. Brian Davis
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated August 7, 2008

EX-99.1

Exhibit 99.1

NEOSE TECHNOLOGIES REPORTS SECOND QUARTER FINANCIAL RESULTS

HORSHAM, PA, August 7, 2008 — Neose Technologies, Inc. (NasdaqGM: NTEC) today announced financial results for the second quarter ended June 30, 2008.

For the quarter ended June 30, 2008, the Company reported a net loss of $4.6 million, or $0.08 per basic and diluted share, compared to a net loss of $5.2 million, or $0.09 per basic and diluted share, for the second quarter in 2007. During the quarter ended June 30, 2008, the Company incurred external research and development costs of $0.8 million related to the previously announced cessation of clinical development activities for NE-180. The Company’s net loss for the quarter ended June 30, 2008 included non-cash expense of $0.2 million relating to an increase in the fair value of the Company’s warrant liability. During the second quarter of 2007, the Company recorded non-cash income of $1.9 million due to a decrease in the fair value of the Company’s warrant liability.

The Company reported revenues of $1.6 million for the second quarter of 2008, compared to $2.2 million for the second quarter of 2007. The decrease in revenues for the 2008 period was due to lower revenues recognized under the Company’s collaborations with Novo Nordisk A/S.

Research and development expenses decreased to $3.9 million in the second quarter of 2008 from $7.7 million in the second quarter of 2007. The decrease in research and development expenses during the 2008 period was primarily due to $1.5 million of lower clinical and process development costs incurred for the NE-180 program, $1.1 million lower external costs incurred under the Company’s collaborations with Novo Nordisk, $0.8 million of lower payroll and stock compensation resulting from the restructurings that were implemented in 2007 and 2008, and $0.5 million of lower supplies, maintenance costs and lab services related to lower staffing levels.

General and administrative expenses were $2.1 million for the second quarter of 2008, compared to $2.5 million for the second quarter of 2007. The decrease in general and administrative expenses for the 2008 period was primarily due to $0.6 million of lower payroll and stock compensation related to the restructurings that were implemented in 2007 and 2008 and a decrease of $0.3 million of other general and administrative costs. These decreases were partially offset by an increase of $0.5 million of legal costs.

For the six months ended June 30, 2008, the Company reported a net loss of $6.9 million, or $0.13 per basic and diluted share, compared to a net loss of $22.8 million, or $0.50 per basic and diluted share, for the same period in 2007. During the six months ended June 30, 2008, the Company incurred external research and development costs of $2.1 million related to the previously announced cessation of clinical development activities for NE-180. During 2008, the Company recorded $3.6 million of non-cash income due to a decrease in the fair value of the Company’s warrant liability. During 2007, the Company recorded $4.4 million of non-cash expense due to an increase in the fair value of the Company’s warrant liability. The Company reported revenues of $5.7 million for six months ended June 30, 2008, compared to $3.5 million for the same period in 2007. The increase in revenues for the 2008 period was primarily due to an increase in revenues recognized under the Company’s collaboration with Novo Nordisk A/S and BioGeneriX AG.

Operating expenses for the six months ended June 30, 2008 were $16.7 million, compared to $23.1 million for the same period in 2007. Research and development expenses for the six months ended June 30, 2008 decreased to $11.7 million from $17.6 million in the comparable 2007 period. The decrease in research and development expenses during the 2008 period was primarily due to $3.2 million of lower external costs incurred for the NE-180 program during the 2008 period, $2.5 lower payroll, stock compensation and facilities costs resulting from the restructurings that were implemented in 2007 and 2008, and $1.3 million of lower supplies, maintenance costs and lab services related to lower staffing levels. These decreases were partially offset by $1.1 million of additional external costs incurred under the Company’s collaborations with Novo Nordisk A/S and BioGeneriX AG during the 2008 period.

General and administrative expenses were $5.0 million for the six months ended June 30, 2008, compared to $5.5 million for the same period in 2007. The decrease for the 2008 period was primarily due to $0.5 million of lower stock compensation related to the restructurings implemented in 2007 and 2008 and a decrease of $0.3 million of other general administrative costs. These decreases were partially offset by an increase of $0.4 million of legal costs.

Interest income was $0.2 million for the six months ended June 30, 2008, compared to $0.8 million for the same period in 2007. Lower average cash balances during the 2008 period accounted for the decrease.

The Company ended the second quarter of 2008 with $11.4 million in cash and cash equivalents. The Company anticipates that its existing cash and cash equivalents, expected proceeds from collaborations and license arrangements, and interest income should be sufficient to meet its operating and capital requirements at least into the third quarter of 2009.

Conference Call

The Company will host a conference call at 5:00 p.m. (EST) on August 7, 2008, to discuss the second quarter financial results and update investors on company developments. The dial-in number for domestic callers is (877) 741-4245. The dial-in number for international callers is (719) 325-4752. 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 5481498. The replay number for international callers is (719) 457-0820, also using the passcode 5481498. 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. The lead candidates in its pipeline, GlycoPEG-GCSF for chemotherapy-induced neutropenia, and the GlycoPEGylated hemostasis compounds Factor VIIa, Factor VIII, and Factor IX, target markets with aggregate 2006 sales of approximately $7.8 billion. For more information, please visit www.neose.com.

CONTACTS:

Neose Technologies, Inc.

A. Brian Davis
Sr. Vice President and Chief Financial Officer
(215) 315-9000

“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, including statements regarding our anticipated operating and capital requirements are “forward-looking statements” that involve risks and uncertainties, including the risk that we will incur unexpected or unavoidable expenditures in 2008. 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 “Risk Factors” and “Special Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and discussions of potential risk and uncertainties in the Company’s subsequent filings with the SEC.

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

	Three months ended						Six months ended
	June 30,						June 30,
	2008			2007			2008			2007
Revenue from collaborative agreements	$	1,573		$	2,231		$	5,685		$	3,468
Operating expenses:
Research and development		3,920			7,742			11,681			17,554
General and administrative		2,091			2,548			5,041			5,513
Total operating expenses		6,011			10,290			16,722			23,067
Operating loss		(4,438	)		(8,058	)		(11,037	)		(19,599	)
(Increase) decrease in fair value of warrant liability		(228	)		1,920			3,567			(4,430	)
Interest income		85			502			247			774
Interest expense		(12	)		(48	)		(29	)		(88	)
Loss before income tax benefit		(4,593	)		(5,685	)		(7,252	)		(23,343	)
Income tax benefit		—			533			303			533
Net loss	$	(4,593	)	$	(5,152	)	$	(6,949	)	$	(22,810	)
Basic and diluted net loss per share	$	(0.08	)	$	(0.09	)	$	(0.13	)	$	(0.50	)
Weighted-average shares outstanding used in computing basic and diluted net loss per share		54,468			54,402			54,468			45,995

Condensed Balance Sheets
(unaudited)
(in thousands)

	June 30,		December 31,
	2008		2007
Assets
Current assets:
Cash and cash equivalents	$	11,430	$	19,282
Accounts receivable, net		1,695		1,758
Prepaid expenses and other current assets		525		1,564
Total current assets		13,650		22,604
Property and equipment, net		12,774		13,564
Other assets		71		71
Total assets	$	26,495	$	36,239
Liabilities and Stockholders’ Equity
Current liabilities	$	5,181	$	7,333
Warrant liability		638		4,205
Long-term debt and capital lease obligations		150		182
Deferred revenue, net of current portion		7,772		5,055
Other liabilities		563		548
Total liabilities		14,304		17,323
Stockholders’ equity		12,191		18,916
Total liabilities and stockholders’ equity	$	26,495	$	36,239