ptn_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2025

PALATIN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15543

95-4078884

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

103 Carnegie Center Drive, Suite 300, Princeton, NJ		08852
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 495-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PTN¹		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

____________________

¹ Palatin Technologies, Inc. (the “Company”) has received a notice from the NYSE American LLC (“NYSE American”) stating that the NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s Common Stock. NYSE American commenced delisting proceedings in connection with the foregoing determination, and trading the Company’s common stock was suspended on May 7, 2025. From May 8, 2025 through June 6, 2025, the Company’s common stock traded on the Pink Market of the OTC Markets Group under the trading symbol “PTNT”. From June 9, 2025 through August 11, 2025, the Company’s common stock traded on the OCTQB Market of the OTC Markets Group under the trading symbol “PTNT”. Since August 12, 2025, the Company’s common stock has traded on the OCTQB Market of the OTC Markets Group under the trading symbol “PTNTD”.

Item 1.01 Entry into a Material Definitive Agreement.

On August 14, 2025, Palatin Technologies Inc. (“Palatin”), entered into a Research Collaboration, License and Patent Assignment Agreement (the “Agreement”) with Boehringer Ingelheim International GmbH (“BI”) to research, develop and commercialize first-in-class melanocortin receptor-targeted peptides developed by Palatin for the treatment of retinal diseases, including diabetic retinopathy.

Under the terms of the Agreement, Palatin assigned certain patent rights to BI (the “Assigned Patents”), and Palatin will conduct collaborative research with BI at BI’s expense focused on development during a two-year period, which BI has the right to extend by up to 6 months.

Under the terms of the Agreement, Palatin will receive an upfront payment of €2.0 million ($2.3 million USD), up to €18.0 million ($20.9 million USD) in near-term research milestone payments, and up to €260 million ($301.6 million USD) in success-based development, regulatory, and commercial milestone payments, plus tiered royalties on net commercial sales of Products. The royalty payments are subject to reduction due to patent expiration, generic competition and payments made under certain licenses for third-party intellectual property.

The Agreement will continue, on a product-by-product and country-by-country basis, until the expiration of the applicable royalty term, unless earlier terminated. BI has the right to terminate the Agreement for any reason after a specified notice period. Each party has the right to terminate the Agreement on account of the other party’s bankruptcy or material, uncured breach.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the complete text of the Agreement, which will be filed with the U.S. Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025.

Item 7.01. Regulation FD Disclosure.

On August 18, 2025, BI and Palatin issued a press release announcing entering into the Agreement. 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

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.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated August 18, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 18, 2025	PALATIN TECHNOLOGIES, INC.

	/s/ Stephen T. Wills
	Stephen T. Wills, CPA, MST
	Executive Vice President, Chief Financial Officer and Chief Operating Officer

EXHIBIT 99.1

	Date	August 18, 2025
	Page	01 \| 02

Press release

Boehringer Ingelheim and Palatin Technologies to develop potential first-in-class melanocortin receptor targeted treatment for patients with retinal diseases

	·	Collaboration strengthens Boehringer’s pipeline in Eye Health.
	·	Many patients with diabetic retinopathy (DR) continue to experience vision loss or treatment fatigue, underscoring an unmet need.
	·	Melanocortin receptor agonists offer a promising, differentiated mechanism that targets key drivers of retinal diseases, including DR.

Ingelheim, Germany, and Princeton, New Jersey, USA, August 18, 2025 – Boehringer Ingelheim and Palatin Technologies, Inc., (OTCQB: PTNTD), a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor system, today announced a global research collaboration and licensing agreement aiming to develop an innovative therapy for retinal diseases. The collaboration strengthens Boehringer’s innovative and diversified pipeline in retinal conditions and its underlying commitment to vision preservation and protection.

Diabetic retinopathy, including diabetic macular edema (DME), affects one in three people with diabetes and is the leading cause of blindness in working-age people.¹ Studies suggest that patients with DME face 30-50% higher healthcare costs than those with diabetes alone,² underscoring the need for new approaches that mitigate the necessity of long-term, intensive care that often requires frequent monitoring and specialized procedures.

“Millions of people worldwide face a progressive decline in their independence and connection to the world due to vision loss caused by complications of diabetic retinopathy, such as DME,” said Remko Bakker, Head of Eye Health and Research Beyond Borders at Boehringer Ingelheim. “Given the high treatment burden associated with DR, the potential of a melanocortin receptor agonist is a strategic fit with our pipeline focusing on addressing the three main drivers of retinal disease: inflammation, vascular dysfunction, and neurodegeneration. Importantly, this mechanistic approach may also be applicable in retinal diseases beyond DR where high unmet needs remain.”

“This collaboration with Boehringer further validates the promise of our portfolio of melanocortin agonists and the possibility of unlocking tremendous clinical and commercial potential in retinal health,” said Carl Spana, Palatin’s President and Chief Executive Officer. “Boehringer’s expertise in advancing innovative health care products, combined with its global commercial reach, make them the ideal strategic partner to accelerate this research program in DR and DME for the potential benefit of patients worldwide.”

Under the terms of the agreement, Palatin will receive upfront, development, regulatory and commercial milestone payments of up to €280 million, as well as tiered royalties on net sales.

Media contact

Reinhard Malin

T+49 (6132) 77- 90815

[email protected]

Boehringer Ingelheim

Binger Str. 173

55218 Ingelheim am Rhein

More information

boehringer-ingelheim.com

Life forward

	Date	August 18, 2025
	Page	02 \| 02

Boehringer Ingelheim

Boehringer Ingelheim is a biopharmaceutical company active in both human and animal health. As one of the industry’s top investors in research and development, the company focuses on developing innovative therapies that can improve and extend lives in areas of high unmet medical need. Independent since its foundation in 1885, Boehringer Ingelheim takes a long-term perspective, embedding sustainability along the entire value chain. More than 53,500 employees serve over 130 markets to build a healthier, more sustainable and equitable tomorrow. Learn more at https://www.boehringer-ingelheim.com (Global) or https://www.boehringer-ingelheim.com/uk (UK).

Palatin Technologies

Palatin is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor systems, with targeted, receptor-specific product candidates for the treatment of diseases with significant unmet medical need and commercial potential. Palatin’s strategy is to advance its innovative melanocortin agonists through various stages of development and partner with leading pharmaceutical companies to accelerate progress, expand patient access, and maximize commercial success. For additional information, visit www.Palatin.com and follow Palatin on X (formerly Twitter) at @PalatinTech.

Forward Looking Statements

Statements in this press release that are not historical facts, including statements about future expectations of Palatin Technologies, Inc., such as statements about Palatin products in development, clinical trial results, potential actions by regulatory agencies, regulatory plans, development programs, proposed indications for product candidates, and market potential for product candidates are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995. Palatin intends that such forward-looking statements be subject to the safe harbors created thereby. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause Palatin’s actual results to be materially different from its historical results or from any results expressed or implied by such forward-looking statements. Palatin’s actual results may differ materially from those discussed in the forward-looking statements for reasons including, but not limited to, results of clinical trials, regulatory actions by the FDA and other regulatory agencies and the need for regulatory approvals, Palatin's ability to fund development of its technology and establish and successfully complete clinical trials, the length of time and cost required to complete clinical trials and submit applications for regulatory approvals, products developed by competing pharmaceutical, biopharmaceutical and biotechnology companies, commercial acceptance of Palatin's products, and other factors discussed in Palatin's periodic filings with the Securities and Exchange Commission. Palatin is not responsible for updating events that occur after the date of this press release.

Intended Audiences Notice

This press release is issued from our Corporate Headquarters in Ingelheim, Germany and is intended to provide information about our global business. Please be aware that information relating to the approval status and labels of approved products may vary from country to country, and a country-specific press release on this topic may have been issued in the countries where we do business.

Palatin Investor Contact

Stephen T. Wills, CPA, MST

Chief Financial Officer / Chief Operating Officer

Tel: +1 (609) 495-2200

[email protected]

Palatin Media Contact

Paul Arndt, MBA, LifeSci Advisors, LLC

Managing Director

Tel: +1 (646) 597-6992

[email protected]

References

¹	Centers for Disease Control and Prevention. National Diabetes Statistics Report: Estimates of Diabetes and Its Burden in the United States, 2014. Atlanta, GA: U.S. Department of Health and Human Services; 2014.
²	Cho H, Choi KS, Lee JY, Lee D, Choi NK, Lee Y, Bae S. Healthcare resource use and costs of diabetic macular oedema for patients with antivascular endothelial growth factor versus a dexamethasone intravitreal implant in Korea: a population-based study. BMJ Open. 2019 Sep 20;9(9):e030930. doi: 10.1136/bmjopen-2019-030930. PMID: 31542758; PMCID: PMC6756349.

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