Pain Therapeutics, Inc. (NASDAQ:PTIE) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Pain Therapeutics, Inc. was
held on May 4, 2017. Of the 46,141,935 shares of our common stock
entitled to vote at the meeting, 38,595,903shares, representing
approximately 84% of the total votes eligible to be cast, were
represented at the meeting in person or by proxy, constituting a
quorum. The voting results are presented below.

Proposal One – To elect Robert Z. Gussin, Ph.D. and Saira
Ramasastryas Class II Directors to serve for three-year terms and
until their successors are duly elected and qualified. The voting
results were as follows:

Proposal Two The amendment to the Companys Amended Restated
Certificate of Incorporation to effect(at the discretion of our
Board of Directors) up to a ten-to-one reverse stock split of the
outstanding shares of our common stock was approved. The voting
results were as follows:

Proposal Three – To amendment of the 2017 Omnibus Incentive Plan
and the reservation of a total of 7,000,000 shares of the
Companys common stock for issuance thereunder was not approved.
The voting results were as follows:

Proposal Four – To ratify the selection of Ernst Young LLP as the
independent registered public accounting firm for the Company for
the fiscal year ending December 31, 2017. The voting results were
as follows:

Proposal Five The Companys 2016 executive compensation was not
approved on a non-binding advisory vote. The voting results were
as follows:

Proposal Six The frequency of future non-binding votes on
executive compensation was recommended, on a non-binding basis,
to be every three years. The voting results were as follows:

The stockholders of Pain Therapuetucs, Inc. (the Company) voted
to authorize the Board of Directors of the Company (the Board),
to file an amendment to the Companys Amended and Restated
Certificate of Incorporation, as amended (the Certificate of
Amendment), to effect a reverse stock split of the Companys
outstanding common stock, par value $0.001 (the common stock), at
a ratio up to a ten-to-one (10:1), with such ratio to be
determined by the Board. On May4, 2017, the Board determined to
file the Certificate of Amendment with the reverse stock split
ratio set at seven-for-one (7:1) (the Reverse Stock Split). The
Certificate of Amendment was filed with the Secretary of State of
the State of Delaware on May4, 2017, and the Reverse Stock Split
will become effective in accordance with the terms of the
Certificate of Amendment as of the close business Eastern Time on
May9, 2017 (the Effective Time).

In the reverse stock split, every seven (7) shares of the
Company’s common stock issued and outstanding at the Effective
Time will automatically be exchanged and reclassified into one
(1) issued and outstanding share of common stock, par value
$0.001 per share. No fractional shares shall be issued in
connection with the reverse stock split.Any of the Company’s
stockholders who would otherwise be entitled to a fraction of one
share of common stock will, in lieu thereof, be entitled to
receive one share of common stock In connection with the reverse
stock split, there will be no change in the nominal par value per
share of common stock of $0.001. The reverse stock split will
affect all of the Companys stockholders uniformly and will not
affect any stockholders percentage ownership interests in the
Company.

Trading of the Companys stock on The Nasdaq Global Market will
continue, on split-adjusted basis, with the opening of the market
onWednesday May10, 2017, under the existing trading symbol, PTIE,
and under a new CUSIP number 69562K 506.

All outstanding stock options and equity incentive plans
immediately prior to the reverse stock split will be
proportionately adjusted by dividing the number of shares of
common stock into which the stock options and equity incentive
plans are exercisable by seven (7) and multiplying the exercise
or conversion price by seven (7), as a result of the reverse
stock split.

Computershare, Inc. is acting as exchange agent for the Reverse
Stock Split and will send instructions to stockholders of record
who hold stock certificates regarding the exchange of
certificates for common stock.

The information set forth herein does not purport to be complete
and is qualified in its entirety by reference to (i)the full text
of the Certificate of Amendment that effectuated the Reverse
Stock Split, which is filed as Exhibit 3.1 hereto and (ii)the
relevant portions of the Companys Definitive Proxy Statement on
Schedule 14A, which was filed with the Securities and Exchange
Commission and mailed the Companys stockholders on or about
March23, 2017, each of which is incorporated herein by reference.

On May8, 2017, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is attached as
Exhibit 99.1 hereto.

(d) Exhibits

ExhibitNo. Description

About Pain Therapeutics, Inc. (NASDAQ:PTIE)

Pain Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on drug development efforts on disorders of the nervous system, such as chronic pain. The Company’s lead drug candidate, REMOXY, is an abuse-deterrent, oral formulation of oxycodone (CII). The Company’s other products is FENROCK. REMOXY is a painkiller with a formulation designed to reduce potential risks of unintended use. The Company has developed REMOXY to make oxycodone difficult to abuse yet provide approximately 12 hours of steady pain relief when used by patients. REMOXY is intended to meet the needs of healthcare prescribing opioid drugs and seeking to minimize the risks of drug diversion, abuse or accidental patient misuse. The Company’s drug candidate FENROCK is an abuse-deterrent transdermal pain patch in the pre-Investigational new drug-stage of development. FENROCK is designed to provide pain relief over 72 hours.

Pain Therapeutics, Inc. (NASDAQ:PTIE) Recent Trading Information

Pain Therapeutics, Inc. (NASDAQ:PTIE) closed its last trading session down -0.090 at 0.720 with 284,395 shares trading hands.