Palatin Technologies Files 8-K on Security Holder Rights

TL;DR

PALATIN TECHNOLOGIES (PTN) filed an 8-K detailing changes to security holder rights and corporate bylaws.

AI Summary

Palatin Technologies, Inc. filed an 8-K on August 8, 2025, reporting events as of August 6, 2025. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This filing signals potential changes affecting Palatin Technologies' shareholders and corporate structure, requiring investors to review the specific modifications and amendments.

Risk Assessment

Risk Level: medium — Changes to security holder rights and corporate bylaws can significantly impact shareholder value and corporate governance.

Key Players & Entities

• Palatin Technologies, Inc. (company) — Registrant
• August 6, 2025 (date) — Earliest event reported
• August 8, 2025 (date) — Filing date
• 001-15543 (company) — Commission File Number
• 95-4078884 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share PTN 1 NYSE American Ind

Filing Documents

• ptn_8k.htm (8-K) — 33KB
• ptn_ex31.htm (EX-3.1) — 11KB
• ptn_ex991.htm (EX-99.1) — 8KB
• 0001654954-25-009290.txt ( ) — 177KB
• ptn-20250806.xsd (EX-101.SCH) — 5KB
• ptn-20250806_lab.xml (EX-101.LAB) — 15KB
• ptn-20250806_cal.xml (EX-101.CAL) — 1KB
• ptn-20250806_pre.xml (EX-101.PRE) — 9KB
• ptn-20250806_def.xml (EX-101.DEF) — 2KB
• ptn_8k_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the "Current Report") is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On August 6, 2025, Palatin Technologies, Inc. (the "Company") filed a certificate of amendment to the Company's Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to effectuate a 1-for-50 reverse stock split (the "Reverse Stock Split") of the outstanding shares of the Company's common stock ("Common Stock"). The Company's stockholders previously approved the Reverse Stock Split and granted the board of directors the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split at the Company's annual meeting of stockholders held on July 25, 2025. The Reverse Stock Split will become effective on August 8, 2025 at 5:00 p.m., Eastern Time (the "Effective Time") and the Common Stock is expected to begin trading on OCTQB Market of the OTC Markets on a Reverse Stock Split-adjusted basis on August 11, 2025 at market open. The Company's ticker symbol on the OTCQB will be PTNTD for 20 trading days, including the effective date. As of the Effective Time, every 50 shares of the Company's issued and outstanding Common Stock will be combined into one share of Common Stock. The par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company's post-Reverse Stock Split Common Stock CUSIP number will be 696077 601. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to (i) the average closing price of the Common Stock for the five trading days immediately preceding August 8, 2025, multiplied by (ii) the number of shares of Common Stock outstanding immediately prior to effectiveness of the Reverse Stock Split that were reclassified into such fractional share pursuant to the Reverse

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On August 8, 2025, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), whether made before or after the date hereof, except as expressly set forth by specific reference in such filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained therein.

Forward-Looking Statements

Forward-Looking Statements This Current Report includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will" and "expected", or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts, if any, on the Company's Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change in the Company's expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Restated Certificate of Incorporation, filed with the Delaware Secretary of State on August 6, 2025. 99.1 Press Release, dated August 8, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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. Date: August 8, 2025 PALATIN TECHNOLOGIES, INC. /s/ Stephen T. Wills Stephen T. Wills, CPA, MST Executive Vice President, Chief Financial Officer and Chief Operating Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR