Palatin Technologies Files 8-K: Material Agreement & Equity Sales

TL;DR

Palatin Tech signed a big deal and sold some stock.

AI Summary

On December 13, 2024, Palatin Technologies, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates Palatin Technologies has entered into a significant agreement and potentially issued new equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Palatin Technologies, Inc. (company) — Registrant
• December 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share PTN NYSE American Indic
• $1 — 2024, with an initial exercise price of $1.88, and October 24, 2023, with an initi
• $2.12 — 2023, with an initial exercise price of $2.12 (the "Existing Warrants"). To induce th
• $0.875 — uch portion of the Existing Warrants to $0.875. Pursuant to the Inducement Letter, the
• $3.4 million — gregate gross proceeds of approximately $3.4 million from the exercise of the Existing Warra

Filing Documents

• ptn_8k.htm (8-K) — 38KB
• ptn_ex41.htm (EX-4.1) — 96KB
• ptn_ex42.htm (EX-4.2) — 98KB
• ptn_ex101.htm (EX-10.1) — 60KB
• ptn_ex991.htm (EX-99.1) — 9KB
• 0001654954-24-015560.txt ( ) — 492KB
• ptn-20241213.xsd (EX-101.SCH) — 6KB
• ptn-20241213_lab.xml (EX-101.LAB) — 14KB
• ptn-20241213_cal.xml (EX-101.CAL) — 1KB
• ptn-20241213_pre.xml (EX-101.PRE) — 9KB
• ptn-20241213_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. Warrant Inducement Agreement On December 13, 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 June 24, 2024, with an initial exercise price of $1.88, and October 24, 2023, with an initial exercise price of $2.12 (the "Existing Warrants"). To induce the exercise of a portion of the Existing Warrants by the Exercising Holder, the Company agreed to adjust the exercise price of such portion of the Existing Warrants to $0.875. Pursuant to the Inducement Letter, the Exercising Holder agreed to exercise, for cash, the Existing Warrants to purchase an aggregate of 3,907,679 shares of common stock at the adjusted exercise price in exchange for the Company's agreement to issue to the Exercising Holder Series C common stock purchase warrants to purchase 3,907,679 shares of common stock (the "Series C Warrants") and Series D common stock purchase warrants to purchase 1,953,839 shares of common stock (the "Series D Warrants" and together with the Series C Warrants, the "Inducement Warrants," and the shares issuable upon exercise of the Inducement Warrants, the "Inducement Warrant Shares"). The offer and resale of the shares of common stock underlying the Existing Warrants (the "Existing Warrant Shares") have been registered pursuant to the Company's registration statements (File Nos. 333-281007 and 333-275883) (the "Registration Statements"). The Registration Statements are currently effective and, upon exercise of the Existing Warrants pursuant to the Inducement Letter, will be effective for the issuance or sale, as the case may be, of the Existing Warrant Shares. The transactions contemplated by the Inducement Letter will close on December 17, 2024 (the "Closing Date"). The Company expects to receive aggregate gross proceeds of approximately $3.4 million from the exercise of the

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Inducement Warrants in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) under the Securities Act as a transaction not involving a public offering. Neither 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 exhibits 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 December 16, 2024, the Company issued a press release announcing entry into the Inducement Letter, 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 C Warrant 4.2 Form of Series D Warrant 10.1 Inducement Letter, dated December 13, 2024 99.1 Press Release, dated December 16, 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: December 16, 2024 By: /s/ Stephen T. Wills Stephen T. Wills, CPA, MST Executive Vice President, Chief Financial Officer and Chief Operating Officer 4 Signature Title Date /s/ name Title Date name /s/ name Title Date name /s/ name Title Date name

View Full Filing

View this 8-K filing on SEC EDGAR