PALATIN TECHNOLOGIES Sells Unregistered Equity Securities

TL;DR

**PTN just sold new shares privately, likely diluting existing stock.**

AI Summary

PALATIN TECHNOLOGIES, INC. (PTN) entered into a material definitive agreement on January 29, 2024, involving the unregistered sale of equity securities. This means the company sold new shares of its stock without a public offering, likely to specific investors. This matters to shareholders because it can dilute the value of existing shares and potentially signal a need for capital, which could impact future stock performance.

Why It Matters

The sale of unregistered equity securities can dilute existing shareholder value and often indicates a company's need for immediate capital, which could be a red flag for investors.

Risk Assessment

Risk Level: medium — The unregistered sale of equity securities carries medium risk due to potential dilution for current shareholders and the implications of raising capital outside of a public offering.

Analyst Insight

A smart investor would investigate the terms of the 'material definitive agreement' and the specifics of the 'unregistered sales of equity securities' to understand the extent of dilution and the company's financial health before making any investment decisions.

Key Players & Entities

• PALATIN TECHNOLOGIES, INC. (company) — the registrant filing the 8-K
• January 29, 2024 (date) — date of the earliest event reported
• 001-15543 (other) — Commission File Number
• 95-4078884 (other) — IRS employer identification number
• PTN (other) — trading symbol for Common Stock
• NYSE American (other) — exchange where Common Stock is registered
• $0.01 (dollar_amount) — par value per share of Common Stock

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share PTN NYSE American Indic
• $5.46 — offered at a combined offering price of $5.46. The Private Warrants are exercisable
• $6.825 — gent Warrants have an exercise price of $6.825 per share. The net proceeds from the O
• $9.2 million — d offering expenses, were approximately $9.2 million. The Company intends to use the net pro
• $9.5 million — ment with Cosette, the Company received $9.5 million of the $12 million upfront payment at c
• $12 million — he Company received $9.5 million of the $12 million upfront payment at closing, and will re
• $2.5 million — closing, and will receive the remaining $2.5 million twelve months after closing. The Compan
• $159 million — mpany is also eligible to receive up to $159 million contingent upon the achievement of sale
• $15 million — stones ranging from annual net sales of $15 million to $200 million. The Company transferre
• $200 million — from annual net sales of $15 million to $200 million. The Company transferred to Cosette all
• $10.5 million — ceive regulatory approval milestones of $10.5 million associated with the previous licensing
• $7.5 million — ous licensing of Vyleesi, consisting of $7.5 million related to Fosun for China and $3.0 mil
• $3.0 million — million related to Fosun for China and $3.0 million related to Kwangdong for S. Korea. The
• $1.8 m — transferred to Cosette of approximately $1.8 million, which is eliminated from the bal

Filing Documents

• ptn_8k.htm (8-K) — 43KB
• ptn_ex41.htm (EX-4.1) — 92KB
• ptn_ex42.htm (EX-4.2) — 87KB
• ptn_ex101.htm (EX-10.1) — 209KB
• ptn_ex51.htm (EX-5.1) — 9KB
• ptn_ex991.htm (EX-99.1) — 10KB
• ptn_ex992.htm (EX-99.2) — 10KB
• ptn_ex51img1.jpg (GRAPHIC) — 8KB
• 0001654954-24-001212.txt ( ) — 683KB
• ptn-20240129.xsd (EX-101.SCH) — 6KB
• ptn-20240129_lab.xml (EX-101.LAB) — 14KB
• ptn-20240129_cal.xml (EX-101.CAL) — 1KB
• ptn-20240129_pre.xml (EX-101.PRE) — 9KB
• ptn-20240129_def.xml (EX-101.DEF) — 2KB
• ptn_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 29, 2024, Palatin Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with the investors named on the signature page thereto, to sell in a registered direct offering (the "RD Offering"), an aggregate of 1,831,503 shares of common stock, $0.01 par value per share (the "Shares"), of the Company. The Purchase Agreement also provides that the Company will issue to the investors in the RD Offering, unregistered warrants (the "Private Warrants") to purchase up to 1,831,503 shares of the Company's common stock (the "Private Warrant Shares") in a concurrent private placement (the "Private Offering" and together with the RD Offering, the "Offering"). The Shares and accompanying Private Warrants were offered at a combined offering price of $5.46. The Private Warrants are exercisable on the six-month anniversary of the issuance date for a period of four years from the issuance date, at an exercise price equal to $5.46 per Private Warrant Share. The Private Warrants are exercisable for cash, or, solely during any period when a registration statement for the issuance or resale of the Private Warrant Shares issuable upon exercise of the Private Warrants to or by the holder of such Private Warrants is not in effect, on a cashless basis. H.C. Wainwright & Co., LLC (the "placement agent") acted as exclusive placement agent in connection with the Offering. The Company paid the placement agent a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering and for certain expenses and legal fees in connection with the Offering. In addition, the Company also issued to the placement agent or its designees warrants (the "Placement Agent Warrants") to purchase up to 91,575 shares of the Company's common stock (the "Placement Agent Warrant Shares") as part of the compensation payable to the placement agent. The Placement Agent Warrants have substantially the

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosures in Item 1.01 of this Current Report on Form 8-K related to the Private Offering and the issuance of the Private Warrants and the Placement Agent Warrants and the shares of common stock issuable upon the exercise thereof are incorporated by reference into this Item 3.02. The Private Warrants, the Placement Agent Warrants, the Private Warrant Shares and the Placement Agent Warrant Shares described in this Current Report on Form 8-K have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were offered and sold in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events. Press Release On January 30, 2024, the Company issued a press release announcing the Offering and on February 1, 2024, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are attached as Exhibits 99.1 and 99.2, respectively and are incorporated herein by reference. Sale of Vyleesi (Bremelanotide) Product As previously disclosed, on December 20, 2023, the Company closed on the sale of its product Vyleesi (bremelanotide injection) to Cosette Pharmaceuticals, Inc. ("Cossette") a U.S.-based, specialty pharmaceutical company. Vyleesi is the first and only as-needed treatment approved by the Food and Drug Administration for premenopausal women with acquired, generalized hypoactive sexual desire disorder. The divestiture of the Vyleesi asset, which the Company reacquired from AMAG Pharmaceuticals in July 2020 as a result of mutual termination of a license agreement between the parties, was consistent with the Company's business strategy to concentrate on its clinical pipeline and developing novel therapeutics that modulate the melanocortin receptor system. The net operating results of Vyleesi is not material to the Company's overall operating results. The prior calendar year net operating results of Vyleesi are not material to the Company's overall prior calendar year net operating results. Under the terms of the asset purchase agreement with Cosette, the Company received $9.5 million of the $12 million upfront payment at closing, and will receive the remaining $2.5 million twelve months after closing. The Company is also eligible to receive up to $159 million contingent upon the achievement of sales milestones ranging from annual net sales of $15 million to $200 million. The Company transferred to Cosette all information, data, and assets related exclusively to Vyleesi. The Company is providing certain transitional services to Cosette for a period of time to ensure continued patient acces

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 4.1 Form of Private Warrant. 4.2 Form of Placement Agent Warrant. 5.1 Opinion of Thompson Hine LLP, dated February 1, 2024. 10.1 Form of Securities Purchase Agreement, dated January 29, 2024, by and between the Company and the Purchasers named therein. 23.1 Consent of Thompson Hine LLP (included in Exhibit 5.1 above). 99.1 Press Release, dated January 30, 2024. 99.2 Press Release, dated February 1, 2024 4

SIGNATURES

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. PALATIN TECHNOLOGIES, INC. Date: February 1, 2024 By: /s/ Stephen T. Wills Stephen T. Wills, CPA, MST Executive Vice President, Chief Financial Officer and Chief Operating Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR