8-K

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): September 22, 2025

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:

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

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. ☐

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^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. The Company’s common stock currently trades on the OTCQB Market of the OTC Markets Group under the trading symbol “PTNT”.

Item 8.01 Other Events.

On September 22, 2025, Palatin issued a press release announcing the achievement of a research milestone under its collaboration with Boehringer Ingelheim. This milestone triggers a €5.5 million ($6.5 million) payment to Palatin.. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

Under the terms of the agreement, Palatin received an upfront payment of €2.0 million ($2.3 million USD) and is eligible for up to €18.0 million ($21.2 million USD) in near-term research milestones, which includes the achievement of the €5.5 million ($6.5 million) milestone announced today. In addition, Palatin is eligible for up to €260 million ($307 million USD) in success-based development, regulatory, and commercial milestone payments, as well as tiered royalties on net sales resulting from the collaboration.

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.

The information in this Item 8.01, 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. 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, circumstances, on which any such statement is based, except to the extent otherwise required by applicable law.

Item 9.01 Financial Statements and Exhibits.

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.

ptn_ex991.htm EXHIBIT 99.1

Palatin Earns €5.5 Million ($6.5 Million) Milestone Payment in Retinal

Disease Collaboration with Boehringer Ingelheim

PRINCETON, NJ – September 22, 2025 – Palatin Technologies, Inc. (OTCQB: PTNT), a biopharmaceutical company advancing medicines that modulate the melanocortin receptor system, today announced the achievement of a research milestone under its collaboration with Boehringer Ingelheim. This milestone triggers a €5.5 million ($6.5 million) payment to Palatin.

“We are very pleased to reach this milestone and continue building momentum with Boehringer Ingelheim,” said Carl Spana, Ph.D., President and CEO of Palatin. “Melanocortin receptor agonists represent a differentiated and promising approach to address the underlying drivers of retinal diseases such as diabetic retinopathy and diabetic macular edema, which affect an estimated one in three people living with diabetes.”

About the Collaboration

On August 18, 2025, Palatin entered into a strategic partnership with Boehringer Ingelheim to develop potential first-in-class melanocortin receptor–targeted treatments for patients with retinal diseases. Under the terms of the agreement, Palatin has received an upfront payment of €2.0 million ($2.3 million) and is eligible for research, development, regulatory and commercial milestone payments of up to €278 million ($328 million), as well as tiered royalties on net sales.

About Melanocortin Receptor Agonists

The melanocortin receptor (MCR) system regulates inflammation, immune responses, and metabolism. Receptor-specific agonists represent a novel therapeutic approach with potential applications in multiple diseases, including retinal disorders.

About Palatin

Palatin is a biopharmaceutical company developing receptor-specific medicines targeting the melanocortin receptor system to treat diseases with significant unmet medical need. Palatin’s strategy is to advance its pipeline of innovative melanocortin agonists through development and partner with leading pharmaceutical companies to expand patient access and maximize commercial potential.

For more information, visit www.Palatin.com or 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 authorities, 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.

Investor Contact :

Stephen T. Wills, CPA, MST

Chief Financial Officer / Chief Operating Officer

Tel: (609) 495-2200

Info@Palatin.com

Media Contact:

Paul Arndt, MBA

Managing Director, LifeSci Advisors, LLC

Tel: (646) 597-6992

Paul@LifeSciAdvisors.com

Palatin Technologies^®^ is a registered trademark of Palatin Technologies, Inc.