Palatin Technologies Enters Material Definitive Agreement

TL;DR

Palatin Tech signed a big deal, filed an 8-K.

AI Summary

Palatin Technologies, Inc. announced on February 6, 2025, that it entered into a material definitive agreement. The company also reported unregistered sales of equity securities and other events. The filing includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new agreement for Palatin Technologies, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks.

Key Players & Entities

• Palatin Technologies, Inc. (company) — Registrant
• February 6, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-15543 (commission_file_number) — Commission File Number
• 95-4078884 (irs_number) — IRS employer identification number
• 4B Cedar Brook Drive (address) — Address of principal executive offices
• Cranbury (city) — City of principal executive offices
• NJ (state) — State of principal executive offices
• 08512 (zip_code) — Zip code of principal executive offices

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share PTN NYSE American Indic
• $1.00 — es were offered at an offering price of $1.00 per Share and the Pre-Funded Warrants w
• $0.9999 — ts were offered at an offering price of $0.9999 per Pre-Funded Warrant. The Private War
• $0.0001 — of common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are
• $4.7 million — d offering expenses, were approximately $4.7 million. The Company intends to use the net pro
• $50,000 — ble fees of legal counsel not to exceed $50,000. The Placement Agency Agreement also co

Filing Documents

• ptn_8k.htm (8-K) — 40KB
• ptn_ex11.htm (EX-1.1) — 54KB
• ptn_ex41.htm (EX-4.1) — 91KB
• ptn_ex42.htm (EX-4.2) — 98KB
• ptn_ex51.htm (EX-5.1) — 10KB
• ptn_ex101.htm (EX-10.1) — 212KB
• ptn_ex991.htm (EX-99.1) — 10KB
• ptn_ex51img1.jpg (GRAPHIC) — 9KB
• ptn_ex51img2.jpg (GRAPHIC) — 9KB
• 0001654954-25-001286.txt ( ) — 786KB
• ptn-20250206.xsd (EX-101.SCH) — 6KB
• ptn-20250206_lab.xml (EX-101.LAB) — 14KB
• ptn-20250206_cal.xml (EX-101.CAL) — 1KB
• ptn-20250206_pre.xml (EX-101.PRE) — 9KB
• ptn-20250206_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 February 6, 2025, Palatin Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor, to sell in a registered direct offering (the "RD Offering"), an aggregate of 2,550,000 shares of common stock, $0.01 par value per share (the "Shares"), of the Company and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 2,138,000 shares of common stock of the Company. The Purchase Agreement also provides that the Company will issue to the investor in the RD Offering unregistered common stock purchase warrants (the "Private Warrants") to purchase up to 4,688,000 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 were offered at an offering price of $1.00 per Share and the Pre-Funded Warrants were offered at an offering price of $0.9999 per Pre-Funded Warrant. The Private Warrants were offered concurrently with the Shares and Pre-Funded Warrants. The Pre-Funded Warrants were sold in lieu of shares of the Company's common stock to the investor so that the purchase of shares of common stock in the RD Offering by the investor would not otherwise result in the investor, together with its affiliates and certain related parties, beneficially owning more than 9.99% of the Company's outstanding common stock immediately following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one share of common stock at an exercise price of $0.0001 per share. The Pre-Funded Warrants are exercisable immediately and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The Private Warrants are exercisable 181 days after their issuance for a period of five years from the initial exercise date at an exercise price equal to $1.00 per Private Warrant Sh

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 shares of common stock issuable upon the exercise thereof are incorporated by reference into this Item 3.02. The Private Warrants and the Private 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 an 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 February 7, 2025, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 1.1 Placement Agency Agreement. 4.1 Form of Pre-Funded Warrant 4.2 Form of Private Warrant 5.1 Opinion of Thompson Hine LLP, dated February 10, 2025. 10.1 Form of Securities Purchase Agreement, dated February 6, 2025, 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 February 7, 2025. 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 10, 2025 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