Palatin Technologies Files 8-K for Equity Sales

TL;DR

Palatin Tech filed an 8-K for stock sales and financial updates.

AI Summary

On June 20, 2024, Palatin Technologies, Inc. entered into a material definitive agreement related to the sale of its common stock. The company also disclosed unregistered sales of equity securities and provided financial statements and exhibits. This filing indicates ongoing corporate activities and potential equity transactions.

Why It Matters

This filing signals potential equity financing or stock sales by Palatin Technologies, which could impact its share structure and financial position.

Risk Assessment

Risk Level: medium — Filings related to equity sales can indicate financing needs or dilution, which carry inherent risks for investors.

Key Players & Entities

• Palatin Technologies, Inc. (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• June 21, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share PTN NYSE American Indic
• $1.88 — ment to (i) lower the exercise price to $1.88 per share for the 3,233,277 Existing Wa
• $6.1 million — gregate gross proceeds of approximately $6.1 million from the exercise of the Existing Warra

Filing Documents

• ptn_8k.htm (8-K) — 32KB
• ptn_ex41.htm (EX-4.1) — 91KB
• ptn_ex42.htm (EX-4.2) — 93KB
• ptn_ex101.htm (EX-10.1) — 59KB
• ptn_ex991.htm (EX-99.1) — 11KB
• 0001654954-24-008011.txt ( ) — 472KB
• ptn-20240620.xsd (EX-101.SCH) — 6KB
• ptn-20240620_lab.xml (EX-101.LAB) — 14KB
• ptn-20240620_cal.xml (EX-101.CAL) — 1KB
• ptn-20240620_pre.xml (EX-101.PRE) — 9KB
• ptn-20240620_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 June 20, 2024, the Company entered into a letter agreement (the "Inducement Letter") with a holder (the "Exercising Holder") of outstanding common stock purchase warrants that the Company issued on November 2, 2022, and October 24, 2023 (the "Existing Warrants"). Pursuant to the Inducement Letter, the Exercising Holder agreed to exercise, for cash, Existing Warrants to purchase, in the aggregate, 3,233,277 shares of common stock in exchange for the Company's agreement to (i) lower the exercise price to $1.88 per share for the 3,233,277 Existing Warrants being exercised pursuant to the Inducement Letter and (ii) issue to the Exercising Holder an aggregate of 4,849,915 warrants to purchase shares of common stock, comprised of Series A common stock purchase warrants to purchase 2,727,273 shares of common stock (the "Series A Warrants") and Series B common stock purchase warrants to purchase 2,122,642 (of which 1,624,2021 shares of common stock are subject to Stockholder Approval, as defined below) shares of common stock (the "Series B Warrants" and together with the Series A Warrants, the "Inducement Warrants"). The Company expects to receive aggregate gross proceeds of approximately $6.1 million from the exercise of the Existing Warrants by the Exercising Holder (the "Warrant Inducement"). The Company intends to use the net proceeds for working capital and general corporate purposes. The issuance of a portion of the shares of common stock underlying the Series B Warrants is subject to stockholder approval under applicable rules and regulations of the NYSE American ("Stockholder Approval" and the date on which Stockholder Approval is received and deemed effective, the "Stockholder Approval Date"). The Company has agreed to convene a stockholders' meeting on or before the 90 th day following the completion of the Warrant Inducement. The Inducement Warrants have an exercise price of $1.88 per share and provide

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2). Neither the issuance of the Inducement Warrants nor the Inducement Warrant Shares have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company. 2

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 21, 2024, the Company issued a press release announcing the Warrant Inducement, as described above in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any Securities Act registration statements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 4.1 Form of Series A Warrant 4.2 Form of Series B Warrant 10.1 Inducement Letter, dated June 20, 2024 99.1 Press Release, dated June 21, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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: June 21, 2024 By: /s/ Stephen T. Wills Stephen T. Wills, CPA, MST Executive Vice President, Chief Financial Officer and Chief Operating Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR