10-Q - PTN - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ___________ to __________

Commission

file number: 001-15543

PALATIN

TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4078884
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
301 Carnegie Center Drive, Suite 304<br><br> <br>Princeton, New Jersey	08540
(Address<br> of principal executive offices)	(Zip<br> Code)

(609)495-2200

(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbol	Name of Each Exchange<br><br> <br>on Which Registered
Common<br> Stock, par value $0.01 per share	PTN	NYSE<br> American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
Emerging<br> 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate

the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date (May 12, 2026): 1,779,275

PALATIN

TECHNOLOGIES, INC.

Table

of Contents

	Page
Special Note Regarding Forward-Looking Statements	ii
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of March 31, 2026 and June 30, 2025	1
Consolidated Statements of Operations for the Three and Nine months ended March 31, 2026 and 2025	2
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the Three and Nine months ended March 31, 2026	3
Consolidated Statements of Changes in Stockholders’ Deficiency for the Three and Nine months ended March 31, 2025	4
Consolidated Statements of Cash Flows for the Nine months ended March 31, 2026 and 2025	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	23
PART II – OTHER INFORMATION	24
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosures	24
Item 5. Other Information	24
Item 6. Exhibits	25
Signatures	26

| i |

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Special

Note Regarding Forward-Looking Statements

In this Quarterly Report on Form 10-Q (this “Quarterly Report”) references to “we,” “our,” “us,” the “Company” or “Palatin” mean Palatin Technologies, Inc. and its subsidiary.

Statements in this Quarterly Report, as well as oral statements that may be made by us or by our officers, directors, or employees acting on our behalf, that are not historical facts constitute “forward-looking statements,” which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Quarterly Report do not constitute guarantees of future performance. Investors are cautioned that statements that are not strictly historical facts contained in this Quarterly Report, including, without limitation, the following are forward-looking statements:

●	our<br> ability to obtain additional financing on terms acceptable to us, or at all, including unavailability<br> of funds or delays in receiving funds as a result of economic disruptions;
●	our<br> expectation that we will incur losses for the foreseeable future and may never achieve or<br> maintain profitability;
---	---
●	our<br> business, financial condition, and results of operations may be adversely affected by increases<br> in costs of and delays in conducting human clinical trials and the performance of our contractors<br> and suppliers, reduction in our productivity or the productivity of our contractors and suppliers,<br> supply chain constraints, and labor shortages;
---	---
●	whether<br> Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”), which in August<br> 2025 acquired certain Palatin intellectual property to first-in-class melanocortin receptor-targeted<br> compounds developed by Palatin, will be able to successfully develop a product for the treatment<br> of retinal diseases;
---	---
●	the<br> results of further development, clinical trials and the timing of regulatory submissions<br> with our obesity program, including a novel once-weekly peptide melanocortin receptor-4 (“MC4R)<br> selective agonist with an Investigational New Drug (“IND”) filing projected in<br> the fourth quarter of calendar year 2026 and an oral small molecule MC4R selective agonist<br> with an IND filing projected in the first half of calendar year 2027; PL8177, an oral peptide<br> MC1R formulation for treatment of ulcerative colitis, which reported positive topline data<br> in a Phase 2 clinical trial proof-of-concept trial in the first quarter of 2025; and an MCR<br> agonist for diabetic nephropathy, which reported positive topline data in the fourth quarter<br> of 2024;
---	---
●	estimates<br> of our expenses, future revenue and capital requirements;
---	---
●	our<br> ability to achieve profitability;
---	---
●	our<br> ability to advance product candidates into, and successfully complete, clinical trials;
---	---
●	the<br> initiation, timing, progress and results of future preclinical studies and clinical trials,<br> and our research and development programs;
---	---
●	the<br> timing or likelihood of regulatory filings and approvals;
---	---
●	our<br> expectations regarding the clinical efficacy and utility of our melanocortin agonist product<br> candidates for treatment of inflammatory and autoimmune related diseases and disorders, including<br> ocular indications;
---	---
●	our<br> ability to compete with other products and technologies treating the same or similar indications<br> as our product candidates;
---	---
●	the<br> ability of our contract manufacturers to perform their manufacturing activities for us in<br> compliance with applicable regulations;
---	---

| ii |

| --- | | ● | our ability to recognize the potential value of our licensing arrangements with third parties; | | --- | --- | | ● | the potential to achieve revenues from the sale of our product candidates; | | --- | --- | | ● | our ability to obtain adequate reimbursement from private insurers and other healthcare payers; | | --- | --- | | ● | our ability to maintain product liability insurance at a reasonable cost or in sufficient amounts, if at all; | | --- | --- | | ● | the performance and retention of our management team, senior staff professionals, other employees, and third-party contractors and consultants; | | --- | --- | | ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology in the United States and throughout the world; | | --- | --- | | ● | our compliance with federal and state laws and regulations; | | --- | --- | | ● | the timing and costs associated with obtaining regulatory approval for our product candidates; | | --- | --- | | ● | the impact of fluctuations in foreign exchange rates; | | --- | --- | | ● | the impact of any geopolitical instability, economic uncertainty, financial markets volatility, or capital markets disruption resulting from the ongoing military conflict between Russia and Ukraine or conflicts in the Middle East, and any resulting effects on our revenue, financial condition, or results of operations; | | --- | --- | | ● | the impact of legislative or regulatory healthcare reforms in the United States; | | --- | --- | | ● | our ability to adapt to changes in global economic conditions as well as competing products and technologies; and | | --- | --- | | ● | our ability to remain listed on the NYSE American stock exchange. | | --- | --- |

Such forward-looking statements involve risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. Our future operating results are subject to risks and uncertainties and are dependent upon many factors, including, without limitation, the risks identified under the caption “Risk Factors” and elsewhere in this Quarterly Report, and any of those made in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Except as required by law, we do not intend, and undertake no obligation, to publicly update forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

| iii |

| --- |

PART

I – FINANCIAL INFORMATION

Item1. Financial Statements.

PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Consolidated

Balance Sheets

(unaudited)

			June<br> 30, 2025
ASSETS
Current assets:
Cash and cash<br> equivalents	10,159,494		$	2,564,265
Other receivables	2,167,215			29,468
Prepaid expenses and other<br> current assets	458,539			325,695
Total current assets	12,785,248			2,919,428
Property and equipment, net	135,016			129,444
Right-of-use assets - operating leases	283,447			161,166
Other assets	21,626			56,916
Total assets	13,225,337		$	3,266,954
LIABILITIES AND STOCKHOLDERS’<br> EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	1,693,400		$	6,998,806
Accrued expenses	653,397			881,412
Short-term operating lease<br> liabilities	189,205			129,812
Total current liabilities	2,536,002			8,010,030
Long-term operating lease liabilities	97,457			33,969
Total liabilities	2,633,459			8,043,999
Commitments and contingencies (Note 11)	-			-
Stockholders’ equity (deficiency):
Preferred stock of 0.01<br> par value – authorized 10,000,000 shares: shares issued and outstanding designated as follows:
Series A Convertible: authorized<br> 4,030 shares as of March 31, 2026: issued and outstanding 4,030 shares as of March 31, 2026 and June 30, 2025	40			40
Series D Convertible: authorized<br> 3,400 shares as of March 31, 2026: issued and outstanding 3,400 shares as of March 31, 2026 and June 30, 2025	34			34
Preferred stock value	34			34
Common stock of 0.01 par<br> value – authorized 300,000,000 shares:
issued and outstanding<br> 1,776,275 shares as of March 31, 2026 and 929,597 shares as of June 30, 2025	17,763			9,296
Common<br> stock of 0.01 par value – authorized 300,000,000 shares: issued and outstanding<br> 1,776,275 shares as of March 31, 2026 and 929,597 shares as of June 30, 2025	17,763			9,296
Additional paid-in capital	473,667,254			454,287,484
Accumulated deficit	(463,093,213	)		(459,073,899	)
Total stockholders’<br> equity (deficiency)	10,591,878			(4,777,045	)
Total liabilities and stockholders’<br> equity (deficiency)	13,225,337		$	3,266,954

All values are in US Dollars.

The

accompanying notes are an integral part of these consolidated financial statements.

| 1 |

| --- |

PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Consolidated

Statements of Operations

(unaudited)

	2026			2025			2026			2025
	Three<br> Months Ended March 31,						Nine<br> Months Ended March 31,
	2026			2025			2026			2025
REVENUES
Collaboration<br> and license	$	3,920,675		$	-		$	12,884,261		$	-
		-
OPERATING EXPENSES		-
Research and development		3,517,223			3,755,158			10,362,756			12,928,391
General and administrative		1,984,446			1,474,019			6,769,994			5,176,794
Gain on sale of Vyleesi		-			-			-			(2,500,000	)
Gain<br> on purchase commitment		-			(416,000	)		-			(416,000	)
Total<br> operating expenses		5,501,669			4,813,177			17,132,750			15,189,185
Loss<br> from operations		(1,580,994	)		(4,813,177	)		(4,248,489	)		(15,189,185	)
OTHER INCOME (EXPENSE)
Investment income		149,275			31,452			232,943			139,072
Foreign currency transaction<br> loss		-			(27,900	)		-			(15,900	)
Interest<br> expense		(1,268	)		(1,795	)		(3,768	)		(11,538	)
Total<br> other income (expense), net		148,007			1,757			229,175			111,634
NET LOSS	$	(1,432,987	)	$	(4,811,420	)	$	(4,019,314	)	$	(15,077,551	)
Basic and diluted net<br> loss per common share	$	(0.37	)	$	(9.13	)	$	(1.63	)	$	(33.89	)
Weighted average number<br> of common shares outstanding used in computing basic and diluted net loss per common share		3,911,941			526,891			2,463,915			444,903

The

accompanying notes are an integral part of these consolidated financial statements.

| 2 |

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PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Consolidated

Statements of Changes in Stockholders’ Equity (Deficiency)

(unaudited)

ThreeMonths Ended March 31, 2026

	Shares		Amount		Shares		Amount		Shares			Amount		Capital			Deficit			Total
	Stockholders’ Equity (Deficiency)
	Series<br> A Convertible Preferred Stock				Series<br> D Convertible Preferred Stock				Common<br> Stock					Additional<br> Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount		Capital			Deficit			Total
Balance December 31, 2025		4,030	$	40		3,400	$	34		1,757,199		$	17,572	$	473,108,599		$	(461,660,226	)	$	11,466,019
Stock-based compensation		-		-		-		-		11			-		419,968			-			419,968
Withholding taxes related<br> to restricted stock units		-		-		-		-		(3	)		-		(70	)		-			(70	)
Equity financing, net of<br> costs		-		-		-		-		-			-		(562	)		-			(562	)
Warrant exercises		-		-		-		-		19,068			191		139,319			-			139,510
Net<br> loss		-		-		-		-		-			-		-			(1,432,987	)		(1,432,987	)
Balance March 31, 2026		4,030		40		3,400		34		1,776,275			17,763		473,667,254			(463,093,213	)		10,591,878

NineMonths Ended March 31, 2026

	Stockholders’<br> Equity (Deficiency)
	Series<br> A Convertible Preferred Stock				Series<br> D Convertible Preferred Stock				Common<br> Stock						Additional<br> Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Total
Balance June 30, 2025		4,030	$	40		3,400	$	34		929,597		$	9,296		$	454,287,484		$	(459,073,899	)	$	(4,777,045	)
Stock-based compensation		-		-		-		-		6,467			64			898,355			-			898,419
Withholding taxes related<br> to restricted stock units		-		-		-		-		(1,533	)		(15	)		(19,499	)		-			(19,514	)
Equity financing, net of<br> costs		-		-		-		-		659,384			6,594			16,904,297			-			16,910,891
Warrant exercises		-		-		-		-		182,425			1,824			1,596,617			-			1,598,441
Fractional shares		-		-		-		-		(65	)		-			-			-			-
Net<br> loss		-		-		-		-		-			-			-			(4,019,314	)		(4,019,314	)
Balance March 31, 2026		4,030		40		3,400		34		1,776,275			17,763			473,667,254			(463,093,213	)		10,591,878

The

accompanying notes are an integral part of these consolidated financial statements.

| 3 |

| --- |

PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Consolidated

Statements of Changes in Stockholders’ Deficiency

(unaudited)

ThreeMonths Ended March 31, 2025

	Shares		Amount		Shares		Amount		Capital		Deficit			Total
	Stockholders’ Deficiency
	Series<br> A Convertible Preferred Stock				Common<br> Stock				Additional<br> Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance December 31, 2024		4,030	$	40		23,455,846	$	234,558	$	445,416,974	$	(452,032,681	)	$	(6,381,109	)
Stock-based compensation		-		-		-		-		347,691		-			347,691
Sale of common stock, net<br> of costs		-		-		5,101,400		51,014		4,406,506		-			4,457,520
Warrant exercises		-		-		-		-		214		-			214
Net<br> loss		-		-		-		-		-		(4,811,420	)		(4,811,420	)
Balance March 31, 2025		4,030		40		28,557,246		285,572		450,171,385		(456,844,101	)		(6,387,104	)

NineMonths Ended March 31, 2025

	Stockholders’ Deficiency
	Series<br> A Convertible Preferred Stock				Common<br> Stock						Additional<br> Paid-in			Accumulated
	Shares		Amount		Shares			Amount			Capital			Deficit			Total
Balance June 30, 2024		4,030	$	40		17,926,640		$	179,266		$	441,475,747		$	(441,766,550	)	$	(111,497	)
Balance		4,030	$	40		17,926,640		$	179,266		$	441,475,747		$	(441,766,550	)	$	(111,497	)
Stock-based compensation		-		-		232,941			2,329			1,043,340			-			1,045,669
Withholding taxes related<br> to restricted stock units		-		-		(54,691	)		(547	)		(98,935	)		-			(99,482	)
Shares released from abeyance		-		-		1,443,277			14,433			(14,433	)		-			-
Sale of common stock, net<br> of costs		-		-		5,101,400			51,014			4,406,506			-			4,457,520
Warrant exercises		-		-		3,907,679			39,077			3,359,160			-			3,398,237
Net<br> loss		-		-		-			-			-			(15,077,551	)		(15,077,551	)
Balance March 31, 2025		4,030		40		28,557,246			285,572			450,171,385			(456,844,101	)		(6,387,104	)
Balance		4,030		40		28,557,246			285,572			450,171,385			(456,844,101	)		(6,387,104	)

The

accompanying notes are an integral part of these consolidated financial statements.

| 4 |

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PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Consolidated

Statements of Cash Flows

(unaudited)

	2026			2025
	Nine<br> Months Ended March 31,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,019,314	)	$	(15,077,551	)
Adjustments to reconcile<br> net loss to net cash used in operating activities:
Depreciation and amortization		45,727			205,924
Decrease in right-of-use<br> asset		126,437			271,458
Unrealized foreign currency<br> transaction loss		-			15,900
Stock-based compensation		898,419			1,045,669
Debt cancellation		(3,751,122	)		-
Gain on sale of Vyleesi		-			(2,500,000	)
Gain on purchase commitment		-			(416,000	)
Other receivables		(2,137,747	)		(271,037	)
Prepaid expenses and other<br> assets		(97,554	)		(199,906	)
Accounts payable		(1,554,284	)		3,668,638
Accrued expenses		(228,015	)		(3,678,586	)
Operating<br> lease liabilities		(125,837	)		(282,104	)
Net<br> cash used in operating activities		(10,843,290	)		(17,217,595	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of Vyleesi		-			2,500,000
Purchases<br> of property and equipment		(51,299	)		-
Net<br> cash (used in) provided by investing activities		(51,299	)		2,500,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of withholding<br> taxes related to restricted stock units		(19,514	)		(99,482	)
Proceeds from the sale<br> of common stock and warrants, net		16,910,891			4,457,520
Payment of finance lease<br> obligations		-			(46,014	)
Proceeds from exercise<br> of warrants		1,598,441			3,398,237
Net<br> cash provided by financing activities		18,489,818			7,710,261
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		7,595,229			(7,007,334	)
CASH AND CASH EQUIVALENTS,<br> beginning of period		2,564,265			9,527,396
CASH AND CASH EQUIVALENTS,<br> end of period	$	10,159,494		$	2,520,062
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	3,768		$	11,538
Right-of-use assets obtained<br> in exchange for new operating lease obligation		248,718			-

The

accompanying notes are an integral part of these consolidated financial statements.

| 5 |

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PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

(1)	ORGANIZATION

Natureof Business - Palatin Technologies, Inc. (“Palatin” or the “Company”) is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor (“MCR”) system. The Company’s product candidates are targeted, receptor-specific therapeutics for the treatment of diseases with significant unmet medical need and commercial potential.

MelanocortinReceptor System. The MCR system has effects on food intake, metabolism, sexual function, inflammation, and immune system responses. There are five melanocortin receptors, MC1R through MC5R. Modulation of these receptors, through use of receptor-specific agonists, which activate receptor function, or receptor-specific antagonists, which block receptor function, can have significant pharmacological effects.

The Company’s product development activities focus primarily on use of MC4R agonists for treatment of obesity, with a primary focus on rare neuroendocrine diseases. The Company is developing MC4R selective long-acting peptide agonists and small molecule agonists with potential utility in obesity and metabolic-related disorders, rare MC4R pathway diseases, such as hypothalamic obesity, Prader-Willi syndrome, Bardet-Biedl syndrome, and other orphan indications.

The Company is also developing, dependent on resources for development activities, MCR agonist products with potential to treat ocular diseases and inflammatory and autoimmune diseases, such as uveitis, and inflammatory bowel disease. A product candidate MC1R agonist for treatment of dry eye disease, known as keratoconjunctivitis sicca, has been licensed to a third party, and a family of MCR compounds for treatment of retinal diseases has been licensed to Boehringer Ingelheim. The Company believes that the MCR agonist peptides in development have broad anti-inflammatory effects and appear to utilize mechanisms engaged by the endogenous melanocortin system in regulation of the immune system and resolution of inflammatory responses.

The Company’s prior commercial product, Vyleesi®, was approved by the U.S. Food and Drug Administration (“FDA”) in June 2019 for the treatment of hypoactive sexual desire disorder (“HSDD”) in premenopausal women. Vyleesi was initially licensed to AMAG Pharmaceuticals, Inc. in January 2017, terminated in July 2020, and subsequently sold to Cosette Pharmaceuticals Inc. (“Cosette”) in December 2023.

ReverseStock Split - On August 11, 2025, a reverse stock split of 1-for-50 of issued and outstanding common stock was made effective by the Company. Retroactive effect for the reverse stock split was made to the Company’s outstanding common stock, stock options, common stock warrants, and preferred stock conversion features, including all share and per-share data, for all periods presented in the consolidated financial statements.

Business

Risks and Liquidity – The Company has incurred operating losses and negative cash flows from operations since inception and will need additional funding to complete its planned product development efforts. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit as of March 31, 2026, of $463,093,213 and a net loss for the three and nine months ended March 31, 2026, of $1,432,987 and $4,019,314, respectively. The Company anticipates incurring significant expenses in the future as a result of spending on its development programs and will require substantial additional financing or revenues to continue to fund its planned activities. To achieve sustained profitability, if ever, the Company, alone or with others, must successfully develop and commercialize its technologies and proposed products, conduct successful preclinical studies and clinical trials, obtain required regulatory approvals, and successfully manufacture and market such technologies and proposed products. The time required to achieve sustained profitability is highly uncertain, and the Company may never be able to achieve profitability on a sustained basis, if at all.

As

of March 31, 2026, the Company’s cash and cash equivalents were $10,159,494, other receivables were $2,167,215 and current liabilities were $2,536,002. Management intends to utilize existing capital resources for general corporate purposes and working capital, including preclinical and clinical development of the Company’s MCR programs.

The Company follows the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements — Going Concern, which requires management to assess the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued. While the Company has raised funding in the past, the ability to raise funding in future periods is not considered probable, as defined under the accounting standards. As such, under the requirements of ASC 205-40, management may not consider the potential for future funding in their assessment of the Company’s ability to meet its obligations for the next year.

| 6 |

| --- |

PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

Based on the Company’s current operating and development plans, including the ability to reduce or delay operating expenses that are within management’s control, the Company expects that its existing cash and cash equivalents as of the date of this filing will be sufficient to enable it to fund operations through the next twelve months following the issuance of the financial statements.

Concentrations– Concentrations in the Company’s assets and operations subject it to certain related risks. Financial instruments that subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents, and other receivables. The Company’s cash and cash equivalents are primarily invested in one investment account sponsored by a large financial institution. The Company’s revenue is generated by one customer.

(2)	BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnote disclosures required to be presented for complete financial statements. In the opinion of management, these consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) considered necessary for fair presentation. The results of operations for the three and nine months ended March 31, 2026, may not necessarily be indicative of the results of operations expected for the full fiscal year.

The accompanying unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”), which includes consolidated financial statements as of June 30, 2025 and 2024 and for the fiscal years then ended.

(3)	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principlesof Consolidation – The consolidated financial statements include the accounts of the Company and its wholly-owned inactive subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.

Useof Estimates – The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash,Cash Equivalents – Cash and cash equivalents include cash on hand, cash in banks, and all highly liquid investments with a purchased maturity of less than three months. Cash equivalents consisted of $9,720,869 and $2,286,603 in a money market account at March 31, 2026 and June 30, 2025, respectively.

FairValue of Financial Instruments – The Company’s financial instruments consist primarily of cash equivalents, and other receivables, and accounts payable. Management believes that the carrying values of cash equivalents, other receivables, and accounts payable are representative of their respective fair values based on the short-term nature of these instruments.

CreditRisk – Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. Total cash and cash equivalents balances have exceeded balances insured by the Federal Depository Insurance Company.

SegmentInformation – The Chief Operating Decision Maker (the “CODM”) assesses performance for its segment based on net loss, which is reported on the consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total assets. The CODM uses cash forecast models in deciding how to invest into the segment. The CODM analyzes the Company’s net loss and monitors budget versus actual results to assess the performance of the Company.

Propertyand Equipment – Property and equipment consist of office and laboratory equipment, office furniture, and leasehold improvements and includes assets acquired under finance leases. Property and equipment are recorded at cost. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets, generally five years for laboratory and computer equipment, seven years for office furniture and equipment, and the lesser of the term of the lease or the useful life for leasehold improvements. Amortization of assets acquired under finance leases is included in depreciation expense. Maintenance and repairs are expensed as incurred while expenditures that extend the useful life of an asset are capitalized.

| 7 |

| --- |

PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

Impairmentof Long-Lived Assets – The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

Leases – At lease inception, the Company determines whether an arrangement is or contains a lease. Operating leases are included in operating lease right-of-use (“ROU”) assets, short-term operating lease liabilities, and long-term operating lease liabilities in the consolidated financial statements. Finance leases are included in property and equipment for ROU assets, short-term finance lease liabilities, and long-term finance lease liabilities in the consolidated financial statements. ROU assets represent the Company’s right to use leased assets over the term of the lease. Lease liabilities represent the Company’s contractual obligation to make lease payments over the lease term. ROU assets and lease liabilities are recognized at the commencement date. The lease liability is measured as the present value of the lease payments over the lease term. The Company uses the rate implicit in the lease if it is determinable. When the rate implicit in the lease is not determinable, the Company uses an estimate based on a hypothetical rate provided by a third party as the Company currently does not have issued debt. Lease terms may include renewal or extension options to the extent they are reasonably certain to be exercised. The assessment of whether renewal or extension options are reasonably certain to be exercised is made at lease commencement. Factors considered in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of any leasehold improvements, the value of renewal rates compared to market rates, and the presence of factors that would cause incremental costs to the Company if the option were not exercised.

The ROU asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance leases, the ROU asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term unless the lease transfers ownership of the underlying asset to the Company or the Company is reasonably certain to exercise an option to purchase the underlying asset. In those cases, the ROU asset is amortized over the useful life of the underlying asset. Amortization of the ROU asset is recognized and presented as an operating expense separately from interest expense on the lease liability.

The Company has elected not to recognize an ROU asset and obligation for leases with an initial term of twelve months or less. The expense associated with short-term leases is included in selling, general and administrative expenses in the statements of operations. To the extent a lease arrangement includes both lease and non-lease components, the Company has elected to account for the components as a single lease component.

On

December 11, 2025, the Company entered into an office lease agreement at 301 Carnegie Center Drive in Princeton, New Jersey. In connection with the execution of the lease, the Company recorded a right-of-use asset and corresponding lease liability of $248,718 in accordance with ASC 842.

RevenueRecognition – For licenses of intellectual property, the Company assesses at contract inception whether the intellectual property is distinct from other performance obligations identified in the arrangement. If the licensing of intellectual property is determined to be distinct, revenue is recognized for non-refundable, upfront license fees when the license is transferred to the customer, and the customer can use and benefit from the license. If the licensing of intellectual property is determined not to be distinct, then the license is bundled with other promises in the arrangement into one performance obligation. The Company determines if the bundled performance obligation is satisfied over time or at a point in time. If the Company concludes that the non-refundable, upfront license fees will be recognized over time, the Company assesses the appropriate method of measuring proportional performance.

| 8 |

| --- |

PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

Research, development and regulatory milestone payments are considered variable consideration subject to constraint and excluded from the transaction price until it is probable that a significant reversal would not occur. At each reporting period, the Company will assess whether there still is significant uncertainty associated with the variable consideration and revenue relating to the milestones recorded in the period where the significant uncertainty is resolved.

Sales-based royalty and milestone payments resulting from customer contracts solely or predominately for the license of intellectual property will only be recognized upon occurrence of the underlying sale or achievement of the sales milestone in the future and such sales-based royalties and milestone payments will be recognized in the same period earned.

The Company recognizes revenue for research and development services under customer agreements as the services are performed. The Company records these services as revenue and not as a reduction of research and development expenses as the Company is the principal in the research and development activities based upon its control of such activities, which are part of its ordinary activities.

Researchand Development Costs – The costs of research and development activities are charged to expense as incurred, including the cost of equipment for which there is no alternative future use.

AccruedExpenses – Third parties perform a significant portion of the Company’s development activities. The Company reviews the activities performed under all contracts each quarter and accrues expenses and the amount of any reimbursement to be received from its collaborators based upon the estimated amount of work completed considering milestones achieved. Estimating the value or stage of completion of certain services requires judgment based on available information. If the Company does not identify services performed for it and is not billed by the service provider, or if it underestimates or overestimates the value of services performed as of a given date, reported expenses will be understated or overstated.

Stock-BasedCompensation – The Company charges to expense the fair value of stock options and other equity awards granted to employees and nonemployees for services. Compensation costs for stock-based awards with time-based vesting are determined using the quoted market price of the Company’s common stock on the grant date or for stock options, the value determined utilizing the Black-Scholes option pricing model, and are recognized on a straight-line basis, while awards containing a market condition are valued using multifactor Monte Carlo simulations and are recognized over the derived service period. Compensation costs for awards containing a performance condition are determined using the quoted price of the Company’s common stock on the grant date or for stock options, the value determined utilizing the Black-Scholes option pricing model and are recognized based on the probability of achievement of the performance condition over the service period. Forfeitures are recognized as they occur.

IncomeTaxes – The Company and its subsidiary file consolidated federal and separate-company state income tax returns. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences or operating loss and tax credit carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. The Company has recorded and continues to maintain a full valuation allowance against its deferred tax assets based on the history of losses incurred and lack of experience projecting future product revenue and sales-based royalty and milestone payments.

NetLoss per Common Share – Basic and diluted loss per common share (“EPS”) are calculated in accordance with the provisions of FASB ASC Topic 260, Earnings per Share.

| 9 |

| --- |

PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

For

the three and nine months ended March 31, 2026 and 2025, no additional common shares were added to the computation of diluted EPS because to do so would have been anti-dilutive. The potential number of common shares excluded from diluted EPS during the three and nine months ended March 31, 2026 and 2025 were 8,575,102 and 354,982, respectively.

Included

in the weighted average common shares used in computing basic and diluted net loss per common share are 5,448 and 5,594 vested restricted stock units that had not been issued as of March 31, 2026 and 2025 due to a provision in the restricted stock unit agreements to delay delivery.

Translationof foreign currencies – Transactions denominated in currencies other than the Company’s functional currency (U.S. Dollar) are recorded based on exchange rates at the time such transactions arise. Subsequent changes in exchange rates result in transaction gains and losses, which are reflected in the consolidated statements of operations as unrealized (based on the applicable period-end exchange rate) or realized upon settlement of the transactions.

(4)	New Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 enhances financial reporting by requiring additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The guidance is effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently planning to adopt this guidance when effective. The Company is assessing the impact of the adoption on the Company’s consolidated financial statements and accompanying footnotes but expects the impact will be enhanced disclosures related to income statement expenses.

(5)	AGREEMENT WITH BOEHRINGER INGLEHEIM

On August 14, 2025, the Company entered into a Research Collaboration, License and Patent Assignment Agreement (the “Agreement”) with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim” or “BI”) to research, develop, and commercialize proprietary melanocortin receptor-targeted compounds for the treatment of retinal diseases.

Under

the terms of the Agreement, BI agreed to pay the Company a non-refundable upfront payment, success-based development, regulatory, and commercial milestone payments of up to €280,000,000 (approximately $328,000,000), and tiered royalties on net sales of licensed products, if commercialized. The Company assigned certain patent rights and granted BI a license to related intellectual property (the “Assigned Patents”). The Company will also perform research and development services in collaboration with BI for a period of up to 2.5 years, with all approved costs reimbursed by BI. The Company retains an exclusive, fully paid-up license to PL9643 for the treatment of dry eye disease.

The Company evaluated the Agreement under ASC 606 and concluded that it contains two distinct performance obligations: (i) the assignment of patents and license rights; and (ii) the provision of research and development services. The license and patent assignment represent functional intellectual property that is distinct from the research and development services, as BI can benefit from the license independently of the services. The transaction price consists of fixed consideration and variable consideration. Variable consideration associated with future milestone payments is fully constrained, as the Company cannot conclude that it is probable that a significant reversal of cumulative revenue recognized will not occur due to the inherent uncertainty of milestone achievement. The Company allocated the transaction price to the performance obligations based on their relative standalone selling prices. The amount allocated to the license and patent assignment was recognized at a point in time upon transfer of control to BI.

During

the quarter ended September 30, 2025, the Company recognized revenue of €7,500,000 (approximately $8,830,000), consisting of (i) the non-refundable upfront payment, which was recognized upon transfer of control of the license and patent assignment performance obligation, and (ii) the first research milestone payment, which was recognized in the period the milestone was achieved, as the associated uncertainty was resolved.

Reimbursements for research and development services are recognized as the services are performed .

Foreign

withholding taxes of $1,674,245 related to the upfront and milestone payments are recorded in other receivables as of March 31, 2026, and are expected to be refunded during fiscal year ending June 30, 2026.

| 10 |

| --- |

PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

(6)	AGREEMENT WITH ALTANISPAC

On January 8, 2026, the Company entered into a sublicense agreement (the “Altanispac Agreement”) with Altanispac Labs, LLC (“Altanispac”), granting an exclusive license to PL9643, an MC1R agonist for the treatment of dry eye disease.

Under the terms of the Altanispac Agreement, Altanispac agreed to pay the Company a non-refundable upfront payment in the form of non-cash debt cancellation, plus future payments based on the sublicensing or the sale of PL9643, and tiered royalties on net sales of licensed products, if commercialized. The Company assigned certain patent rights and granted Altanispac a license to related intellectual property.

The

Company evaluated the Altanispac Agreement under ASC 606 and concluded that it contains one distinct performance obligation, the license of functional intellectual property. The transaction price consists of fixed consideration and variable consideration. Variable consideration associated with future payments is fully constrained, as the Company cannot conclude that it is probable that a significant reversal of cumulative revenue recognized will not occur due to the inherent uncertainty of achievement. Control of the intellectual property was transferred to Altanispac at contract inception, and accordingly, the Company recognized $3,751,122 as license revenue in the Consolidated Statements of Operations for the three months ended March 31, 2026. The $3,751,122 of license revenue was received in the form of non-cash debt cancellation. The cancelled debt was previously recorded in current liabilities as of December 31, 2025.

(7)	RELEASE AND SETTLEMENT AGREEMENT

On

June 5, 2025, the Company entered into a Release and Settlement Agreement (the “Settlement Agreement”) with Cosette pursuant to which the Cosette resolved all outstanding obligations and commercialization covenants related to certain sales-based milestone payments and inventory purchase commitments by remitting a single lump sum payment of $630,000 and the assumption of outstanding manufacturing and supply purchase commitments, with the Company retaining the right to receive 20% of a $3,000,000 milestone payment based on the first commercial sale in Korea, in full satisfaction and release of all such future obligations. As a result, the Company recorded a gain on the sale of Vyleesi of $3,130,000 and a gain on inventory purchase commitments of $2,117,900, for the fiscal year ended June 30, 2025.

(8)	PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

	March<br> 31,		June<br> 30,
	2026		2025
Clinical<br> / regulatory costs	$	178,032	$	24,080
Insurance<br> premiums		92,951		86,043
Other		187,556		215,572
Total prepaid expenses<br> and other current assets	$	458,539	$	325,695
(9)	FAIR VALUE MEASUREMENTS
---	---

The fair value of cash equivalents is classified using a hierarchy prioritized based on inputs. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on management’s own assumptions used to measure assets and liabilities at fair value. A financial asset’s or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the assets carried at fair value:

SCHEDULE OF FAIR VALUE ASSET MEASUREMENT

	Carrying<br> Value		Quoted<br> prices in <br> active markets<br> (Level 1)		Other<br> quoted/observable inputs (Level 2)		Significant<br> unobservable inputs<br> (Level 3)
March 31, 2026:
Cash<br> equivalents - Money market funds	$	9,720,869	$	9,720,869	$	-	$	-
June 30, 2025:
Cash<br> equivalents - Money market funds	$	2,286,603	$	2,286,603	$	-	$	-

| 11 |

| --- |

PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

(10)	ACCRUED EXPENSES

Accrued expenses consist of the following:

SCHEDULE OF ACCRUED EXPENSES

	March<br> 31,		June<br> 30,
	2026		2025
Clinical<br> / regulatory costs	$	458,858	$	282,761
Other<br> research related expenses		9,836		86,372
Professional<br> Services		31,957		323,510
Other		152,746		188,769
Total accrued<br>expenses	$	653,397	$	881,412

(11)	COMMITMENTS AND CONTINGENCIES

InventoryPurchases – The Company had certain supply agreements relating to the Vyleesi product with certain manufacturers and suppliers, including Catalent Belgium S.A (“Catalent”), Ypsomed AG (“Ypsomed”), and Lonza Ltd (“Lonza”), all of which were transferred to Cosette on June 5, 2025, pursuant to the Settlement Agreement with Cosette (see Note 7).

Contingencies– The Company accounts for litigation losses in accordance with ASC 450-20, Loss Contingencies. In addition, the Company is subject to other contingencies, such as product liability, arising in the ordinary course of business. Loss contingency provisions are recorded for probable losses when management is able to reasonably estimate the loss. Any outcome upon settlement that deviates from the Company’s best estimate may result in additional expense or in a reduction in expense in a future accounting period. The Company records legal expenses associated with such contingencies as incurred.

The Company is involved, from time to time, in various claims and legal proceedings arising in the ordinary course of its business.

On

February 13, 2025, a complaint was filed in the Supreme Court of the State of New York, County of New York, captioned H.C. Wainwright & Co., LLC (“Wainwright”) v. Palatin Technologies, Inc., Case No: 650878/2025. The complaint named the Company as defendant, asserting three causes of action for breach of contract and seeking monetary damages of approximately $1,000,000 and the award of warrants allegedly due. The breach of contract claims relates to engagement agreements entered into by the Company and Wainwright in 2023 and 2024.

On

November 17, 2025, the Company entered into a settlement and release agreement with Wainwright to resolve all outstanding disputes between the parties. Pursuant to the settlement, the Company paid Wainwright $500,000 in cash which was recorded in G&A and issued warrants to purchase 10,000 shares of the Company’s common stock at an exercise price of $10.00 per share, exercisable beginning January 12, 2026, with a two-year term. In addition, the Company repriced 6,007 outstanding Wainwright warrants to an exercise price of $10.00 per share. The parties mutually released all claims, and the Company extinguished all remaining obligations under the prior engagement arrangements.

(12)	SEGMENT INFORMATION

The Company views its operations and manages its business in one operating segment: life science. The table below summarizes the significant expense categories for the life science segment regularly provided to the Company’s Chief Financial Officer/Chief Operating Officer (the “CFO/COO”), its Chief Operating Decision Maker (the “CODM”).

| 12 |

| --- |

PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

The accounting policies of the Company’s segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for its segment based on net loss, which is reported on the consolidated statements of operations. The measure of segment assets is reported on the balance sheet as total assets. The CODM uses cash forecast models in deciding how to invest into the segment. The CODM analyzes the Company’s net loss and monitors budget versus actual results to assess the performance of the Company.

SCHEDULE OF SEGMENT BASED ON NET LOSS

	2026			2025			2026			2025
	Three Months<br> Ended March 31,						Nine Months<br> Ended March 31,
	2026			2025			2026			2025
Total Revenues	$	3,920,675		$	-		$	12,884,261		$	-
Less:
Program spend		2,012,143			1,853,851			5,272,845			7,822,953
Personnel costs		2,599,878			2,498,518			7,894,707			6,936,700
Administrative costs ^(a)^		889,648			876,808			3,965,198			3,345,532
Gain on Sale of Vyleesi		-			-			-			(2,500,000	)
Gain on Purchase Commitment		-			(416,000	)		-			(416,000	)
Other<br> segment items ^(b)^		(148,007	)		(1,757	)		(229,175	)		(111,634	)
Segment net loss	$	(1,432,987	)	$	(4,811,420	)	$	(4,019,314	)	$	(15,077,551	)
^(a)^	Contains depreciation<br>and amortization. Depreciation was $16,952 and $45,727 for the three and nine months ended March 31, 2026, respectively, compared to<br>$53,304 and $205,924 for the three and nine months ended March 31, 2025, respectively.
---	---
^(b)^	Other segment items<br>include investment income, interest expense and foreign currency (gain)loss, which are disclosed in the consolidated financial statements.
---	---
(13)	STOCKHOLDERS’ EQUITY (DEFICIENCY)
---	---

Series

D Convertible Preferred Stock – On June 10, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in a private placement (the “June 2025 Private Placement”), (i) an aggregate of 3,400 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.01, with a stated value of $100 per share (the “Series D Preferred Stock”), initially convertible into up to 61,816 shares of the Company’s common stock (such shares underlying the Preferred Stock, the “Conversion Shares”), par value $0.01 per share at an initial conversion price of $5.50, and (ii) Series I common stock purchase warrants (the “Series I Warrants”) to purchase up to an aggregate of 123,636 shares of Common Stock (such shares underlying the Series I Warrants, the “Series I Warrant Shares”). The Series D Preferred Stock and Series I Warrants were sold at a combined offering price of $5.50 per share of Series D Preferred Stock and accompanying Series I Warrants. The Purchasers in the June 2025 Private Placement consisted of Carl Spana, the Company’s President and Chief Executive Officer, Stephen T. Wills, the Company’s Executive Vice President, Chief Financial Officer, and Chief Operating Officer, John K.A. Prendergast, a director on and Chairperson of the Company’s board of directors, and Alan W. Dunton, a director on the Company’s board of directors, who are all related parties of the Company. The Series D Preferred Stock has a dividend rate of 8% per annum, which when declared may, at the option of the Company, be paid in cash or can accrete and be added to the stated value of the Series D Preferred Stock. Subject to the rights of any class or series of stock senior to or equivalent to the Series D Preferred Stock , the Series D Preferred Stock shall be entitled to be paid in the event of liquidation, dissolution or winding up of the Company, out of available funds and assets, prior and in preference to any distribution on any junior stock, an amount per share equal to the then stated value of the Series D Preferred Stock and declared but unpaid dividends. Each share of Series D Preferred Stock is convertible at any time, at the option of the holder, and such conversion could dilute the value of our common stock to current stockholders and could adversely affect the market price of our common stock. The conversion price decreases if we sell common stock (or equivalents) for a price per share less than the conversion price and is also subject to adjustment upon the occurrence of a merger, reorganization, consolidation, reclassification, stock dividend or stock split which results in an increase or decrease in the number of shares of common stock outstanding. The June 2025 Private Placement closed on June 13, 2025. The gross proceeds from the June 2025 Private Placement, before deducting offering expenses, were $340,000.

| 13 |

| --- |

PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

Series

A Convertible Preferred Stock – As of March 31, 2026, 4,030 shares of Series A Convertible Preferred Stock were outstanding. Each share of Series A Convertible Preferred Stock is convertible at any time, at the option of the holder, into the number of shares of common stock equal to $100 divided by the Series A Conversion Price. As of March 31, 2026, the Series A Conversion Price was $260.86, and each share of Series A Convertible Preferred Stock is convertible into approximately 0.38 shares of common stock. The Series A Conversion Price is subject to adjustment, under certain circumstances, upon the sale or issuance of common stock for consideration per share less than either (i) the Series A Conversion Price in effect on the date of such sale or issuance, or (ii) the market price of the common stock as of the date of such sale or issuance. The Series A Conversion Price is also subject to adjustment upon the occurrence of a merger, reorganization, consolidation, reclassification, stock dividend or stock split which will result in an increase or decrease in the number of shares of common stock outstanding. Shares of Series A Convertible Preferred Stock have a preference in liquidation, including certain merger transactions, of $100 per share, or $403,000 in the aggregate as of March 31, 2026. Additionally, the Company may not pay a dividend or make any distribution to holders of any class of stock unless the Company first pays a special dividend or distribution of $100 per share to holders of the Series A Convertible Preferred Stock.

Financing

Transactions – On November 5, 2025, the Company entered into an underwriting agreement with A.G.P./Alliance Global Partners (“A.G.P.”) relating to the Company’s public offering of 2,430,769 shares of common stock (or pre-funded warrants in lieu thereof) together with Series J warrants to purchase up to 2,430,769 shares of common stock (the “Series J Warrants”), and Series K warrants to purchase up to 2,430,769 shares of common stock (the “Series K Warrants”) at a combined public offering price of $6.50 per share of common stock and accompanying Series J and Series K Warrants (the “November 2025 Offering”). The underwriters also had an option, which was exercised, to purchase up to an additional 364,615 shares of the Company’s common stock and associated Series J and K Warrants on the same terms and conditions.

Each

Series J Warrant has an exercise price of $6.50 per share and is immediately exercisable. The Series J Warrants expire on the earlier of (i) the eighteen-month anniversary of the original issuance date or (ii) on the 31st calendar day following the date that the Company receives the FDA acceptance of the Company’s Investigational New Drug for an in-house obesity treatment compound (long-acting peptide or oral small molecule) (the “FDA Exercise Period”). Each Series K Warrant has an exercise price of $8.125 per share and is immediately exercisable. The Series K Warrants expires on the five-year anniversary of the original issuance date, however, if a holder’s Series J Warrants have not been terminated in accordance with their terms prior to the expiration of the FDA Exercise Period, such holder’s Series K Warrants will terminate automatically upon the earlier of the (i) eighteen-month anniversary of the original issuance date of the Series J Warrants or (ii) expiration of the FDA Exercise Period and prior to the five-year anniversary of the issuance of the Series K Warrant.

The

gross proceeds to the Company from the November 2025 Offering, before deducting the underwriting discounts and commissions and offering expenses, were approximately $18,200,000, including the exercise by the underwriters to purchase an additional 364,615 shares of the Company’s common stock and associated Series J and K Warrants. The pre-funded warrants are exercisable at a nominal exercise of $0.0001 per share until exercised in full and may not be exercised to the extent such exercise would cause the holder to beneficially own more than 4.99% or 9.99%, as applicable, of the Company’s outstanding common stock. The November 2025 Offering closed on November 12, 2025, and was subject to the satisfaction of customary closing conditions.

On

May 7, 2025, the Company announced the closing of a reduced previously announced public offering with participation from institutional and accredited investors consisting of 146,479 shares of common stock together with Series F warrants to purchase up to 146,479 shares of common stock (the “Series F Warrants”), Series G warrants to purchase up to 146,479 shares of common stock (the “Series G Warrants”), and Series H warrants to purchase up to 146,479 shares of common stock (the “Series H Warrants”), at a combined public offering price of $7.50 per share of common stock and accompanying warrants (the “May 2025 Offering”).

The

Series F Warrants have an exercise price of $15.00 per share, are immediately exercisable and expire on the five-year anniversary of the original issuance date, subject to the certain terms as defined in such warrant. The Series G Warrants have an exercise price of $7.50 per share, are immediately exercisable and expire on the earlier of (i) the 24-month anniversary of the original issuance date or (ii) the expiration of the FDA Exercise Period (as such term is defined in the Series G Warrant). The Series H Warrants will be issuable to the holder upon their exercise of the Series G Warrants, will have an exercise price of $11.25 per share, will be immediately exercisable upon issuance and will expire on the 24-month anniversary of its issuance date.

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PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

The

Company received aggregate gross proceeds from the May 2025 Offering of approximately $1,100,000. The Company used the net proceeds from the May 2025 Offering primarily for working capital and general corporate purposes.

On

February 10, 2025, the Company entered into definitive agreements with a single healthcare focused institutional investor for the purchase and sale of 93,760 shares of its common stock (or common stock equivalents in lieu thereof) in a registered direct offering (the “February 2025 RD Offering”) at a purchase price of $50.00 per share.

The

Company also agreed to issue to the same investor in a concurrent private placement warrants to purchase up to an aggregate of 93,760 shares of common stock (the “February 2025 Private Placement” and, together with the February 2025 RD Offering, the “February 2025 Offering”). The warrants issued in the concurrent February 2025 Private Placement have an exercise price of $50.00 per share, are exercisable 181 days after their issuance and expire approximately five and a half years from the date of issuance.

The

gross proceeds from the February 2025 Offering totaled $4,687,786 with net proceeds after deducting the placement agent fees and offering expenses, amounting to $4,309,641. The Company used the net proceeds from the February 2025 Offering for general corporate purposes. The Company paid the placement agents a cash fee equal to 7.0% of the aggregate gross proceeds of the February 2025 Offering.

On February 11, 2025, the Company entered into a sales agreement (the “2025 Sales Agreement”) with A.G.P., pursuant to which the Company may, from time to time, sell shares of the Company’s common stock at market prices by methods deemed to be an “at-the-market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. The 2025 Sales Agreement and related prospectus is limited to sales of up to an aggregate maximum of $6.0 million of shares of the Company’s common stock. The Company pays A.G.P. 3.0% of the gross proceeds as a commission.

No proceeds were raised under the 2025 Sales Agreement during the three and nine months ended March 31, 2026.

StockWarrants – During the three and nine months ended March 31, 2026, the Company received proceeds from the following warrant exercises:

SCHEDULE OF WARRANT EXERCISES

			Three<br> Months Ended March 31, 2026				Nine<br> Months Ended March 31, 2026
Series	Exercise<br> Price		Warrants		Proceeds		Warrants		Proceeds
Series F Warrants	$	15.00		-	$	-		16,866	$	252,990
Series G Warrants	$	7.50		3,168		23,760		79,092		593,197
Series H Warrants	$	11.25		900		10,125		31,499		354,364
Series J Warrants	$	6.50		10,000		65,000		29,984		194,896
Series K Warrants	$	8.125		5,000		40,625		24,984		202,994
				19,068	$	139,510		182,425	$	1,598,441

As

a result of the Series G warrant exercises, investors received 3,168 and 79,092 Series H warrants at an exercise price of $11.25 per share for the three and nine months ended March 31, 2026, respectively.

On

December 13, 2024, the Company entered into a letter agreement (the “December 2024 Inducement Letter”) with a holder (the “December 2024 Exercising Holder”) of outstanding common stock purchase warrants that the Company issued on June 24, 2024, with an initial exercise price of $94.00, and October 24, 2023, with an initial exercise price of $106.00 (the “December 2024 Existing Warrants”). To induce the exercise of a portion of the December 2024 Existing Warrants by the December 2024 Exercising Holder, the Company agreed to adjust the exercise price of such portion of the December 2024 Existing Warrants to $43.75. Pursuant to the December 2024 Inducement Letter, the December 2024 Exercising Holder agreed to exercise, for cash, the December 2024 Existing Warrants to purchase an aggregate of 78,153 shares of common stock at the adjusted exercise price in exchange for the Company’s agreement to issue to the December 2024 Exercising Holder Series C common stock purchase warrants to purchase 78,153 shares of common stock (the “Series C Warrants”) and Series D common stock purchase warrants to purchase 39,076 shares of common stock (the “Series D Warrants). The Company received aggregate gross proceeds of $3,419,219 from the exercise of the December 2024 Existing Warrants by the December 2024 Exercising Holder (the “December 2024 Warrant Inducement”). The incremental value of the December 2024 Warrant Inducement was recorded as an offering expense against the proceeds received in additional paid-in capital.

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PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

As of March 31, 2026, the Company had outstanding warrants for shares of common stock as follows:

SCHEDULE OF OUTSTANDING STOCK PURCHASE WARRANTS

	Shares of<br> Common		Exercise Price<br> per		Latest Expiration
Description	Stock		Share		Date
May 2022 Warrants		1,333	$	625.00	May 11, 2026
October 2022 Placement Agent Warrants		1,818	$	10.00	October 31, 2027
October 2023 Placement Agent Warrants		2,358	$	10.00	October 20, 2028
January 2024 Private Warrants		36,630	$	273.00	February 1, 2028
January 2024 Placement Agent Warrants		1,831	$	10.00	February 1, 2028
June 2024 Series B Warrants		37,712	$	94.00	July 25, 2030*
December 2024 Series C Warrants		78,153	$	43.75	December 17, 2029
December 2024 Series D Warrants		39,076	$	43.75	July 25, 2030
February 2025 Series E Warrants		93,760	$	50.00	August 12, 2030
May 2025 Series F Warrants		129,613	$	15.00	May 8, 2030
May 2025 Series G Warrants		67,387	$	7.50	May 8, 2027
May 2025 Series H Warrants		47,593	$	11.25	-**
June 2025 Series I Warrants		123,636	$	5.50	July 25, 2030
November 2025 Pre-funded Warrants		2,136,000	$	0.0001	N/A
November 2025 Series J Warrants		2,765,400	$	6.50	-***
November 2025 Series K Warrants		2,770,400	$	8.13	-****
November 2025 Placement Agent Warrants		55,907	$	8.13	November 12, 2030
November 2025 HCW Settlement Warrants		10,000	$	10.00	January 12, 2028
*	5,228 warrants<br>expire June 24, 2029
---	---
**	Expire 24 months<br>following the intial exercise date
---	---
***	Expires the earlier<br>of (i) the 18-month anniversary of the Initial Exercise Date if FDA IND acceptance has not been received, or (ii) 31 days after notice<br>of FDA IND acceptance, in each case adjusted to the next Trading Day; provided that under clause (ii) the date is extended until a registration<br>statement and prospectus are available for 30 consecutive days.
---	---
****	Expire on the 5-year<br> anniversary of the Initial Exercise Date, or, if the Holder’s Series J Common Stock Purchase Warrant terminates pursuant to<br> clause (ii) thereof prior to full cash exercise, the same Termination Date as the Series J Warrant, in each case adjusted to the<br> next Trading Day; provided that the date is extended until a registration statement and prospectus are available for 30 consecutive<br> days following notice of FDA IND acceptance.
---	---

Stock

Options – For the three and nine months ended March 31, 2026, the Company recorded stock-based compensation related to stock options of $162,450 and $404,133, respectively. For the three and nine months ended March 31, 2025, the Company recorded stock-based compensation related to stock options of $176,410 and $531,817, respectively.

| 16 |

| --- |

PALATIN

TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

A summary of stock option activity is as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

			Weighted<br> Average Exercise Price			Aggregate<br> Intrinsic Value
Outstanding - June 30, 2025	44,805		$	302.00	7.3
Granted	39,550			21.38
Fractional shares	(14	)
Forfeited	(1,266	)		76.33
Exercised	-			-
Expired	(4,497	)		480.12
Outstanding - March<br> 31, 2026	78,578		$	159.01	8.1	$	-
Exercisable at March<br> 31, 2026	24,307		$	407.50	5.8	$	-
Expected to vest at<br> March 31, 2026	54,271		$	46.53	9.2	$	-

Stock options granted to the Company’s executive officers and employees generally vest over a 48-month period, while stock options granted to its non-employee directors vest over a 12-month period.

During the nine months ended March 31, 2026, executive officers of the Company were granted an aggregate of 16,000 time-based stock options and 16,000 performance-based stock options. The time-based options vest ratably over four years. The performance-based options vest over four years, upon certification by the Compensation Committee that specified performance objectives have been achieved. Compensation expense for these awards will be recognized when achievement of the applicable performance conditions is considered probable.

In

addition, the executive officers received an aggregate of 48,000 performance-based stock options with an 18-month performance period. These options vest upon acceptance by the FDA of an IND application for an in-house obesity compound, subject to certification by the Compensation Committee.

All of the stock option grants described above are subject to stockholders approving an increase in the Company’s 2011 Equity Incentive Plan. In accordance with ASC 718, no compensation cost related to these awards will be recognized until stockholder approval is obtained and the awards are considered granted for accounting purposes.

Included

in the outstanding options in the table above are 5,376 and 2,857 unvested performance-based stock options granted to executive officers and other employees, respectively, which were granted in June 2022, 2023, 2024 and December 2025. Grants in June 2022, 2023, 2024 and December 2025 were 1,211, 4,777, 5,299 and 1,743, respectively. The performance-based stock options vest on annual performance criteria through the fiscal year ending June 30, 2030 relating to advancement of MCR programs.

Restricted

Stock Units – For the three and nine months ended March 31, 2026, the Company recorded stock-based compensation related to restricted stock units (“RSUs”) of $257,518 and $494,286, respectively. For the three and nine months ended March 31, 2025, the Company recorded stock-based compensation related to RSUs of $171,281 and $513,852, respectively.

A summary of RSU activity is as follows:

SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY

Outstanding at June 30, 2025	22,787
Granted	24,950
Forfeited	-
Vested	(6,467	)
Expirations	(1,254	)
Fractional<br> shares	-
Outstanding at March<br> 31, 2026	40,016

| 17 |

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PALATIN

                                        TECHNOLOGIES, INC.

and

Subsidiary

Notes

to Consolidated Financial Statements

During the nine months ended March 31, 2026, executive officers of the Company were granted, subject to stockholder approval, an aggregate of 13,000 time-based RSUs and 13,000 performance-based RSUs. The time-based RSUs vest ratably over four years. The performance-based RSUs vest over four years, upon certification by the Compensation Committee that specified performance objectives have been achieved. Compensation expense for these awards will be recognized when achievement of the applicable performance conditions is considered probable.

In

addition, the executive officers received an aggregate of 39,000 performance-based RSUs with an 18-month performance period. These RSUs vest upon acceptance by the FDA of an IND application for an in-house compound, subject to certification by the Compensation Committee.

The RSU grants described above are subject to stockholders approving an increase in the Company’s 2011 Equity Incentive Plan. In accordance with ASC 718, no compensation cost related to these awards will be recognized until stockholder approval is obtained and the awards are considered granted for accounting purposes.

Included

in outstanding RSUs in the table above are 5,448 vested shares that have not been issued as of March 31, 2026, due to a provision in the RSU agreements for deferred delivery.

Time-based RSUs granted to the Company’s executive officers, other employees, and non-employee directors generally vest over 48 months, 48 months, and 12 months, respectively.

Included

in the outstanding RSUs in the table above are 3,628 and 2,198 unvested performance-based RSUs granted to executive officers and other employees, respectively, which were granted in June 2022, 2023, 2024 and December 2025. Grants in June 2022, 2023, 2024 and December 2025 were 814, 3,049, 3,689 and 1,432 RSUs, respectively. The performance-based RSUs vest on annual performance criteria through the fiscal years ending June 30, 2028, relating to advancement of MC1R programs, including initiation of clinical trials.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Thefollowing discussion and analysis should be read in conjunction with the consolidated financial statements and notes to the consolidatedfinancial statements filed as part of this report and the audited consolidated financial statements and notes thereto included in ourAnnual Report on Form 10-K for the year ended June 30, 2025.

Thefollowing discussion and analysis contain forward-looking statements within the meaning of the federal securities laws. You are urgedto carefully review our description and examples of forward-looking statements included earlier in this Quarterly Report immediatelyprior to Part I, under the heading “Special Note Regarding Forward-Looking Statements.” Forward-looking statements are subjectto risk that could cause actual results to differ materially from those expressed in the forward-looking statements. You are urged tocarefully review the disclosures we make concerning risks and other factors that may affect our business and operating results, includingthose made in this Quarterly Report and our Annual Report on Form 10-K for the year ended June 30, 2025, as well as any of those madein our other reports filed with the SEC. You are cautioned not to place undue reliance on the forward-looking statements included herein,which speak only as of the date of this document. We do not intend, and undertake no obligation, to publish revised forward-looking statementsto reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

CriticalAccounting Policies and Estimates

Our significant accounting policies, which are described in the notes to our consolidated financial statements included in this report and in our Annual Report on Form 10-K for the year ended June 30, 2025, have not changed during the three and nine months ended March 31, 2026. We believe that our accounting policies and estimates relating to revenue recognition, accrued expenses, purchase commitment liabilities, warrants and stock-based compensation are the most critical.

OurBusiness

We are a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor systems. Our product candidates are targeted, receptor-specific therapeutics for the treatment of diseases with significant unmet medical need and commercial potential. Our primary focus is the development of novel ‘next generation’ melanocortin-4 receptor (“MC4R”) agonists for treatment of rare neuroendocrine diseases. We are developing MC4R selective long-acting peptide agonists and small molecule agonists with potential utility in obesity and metabolic-related disorders, rare MC4R pathway diseases, such as hypothalamic obesity, Prader-Willi syndrome, Bardet-Biedl syndrome, and other orphan indications.

MelanocortinReceptor System. The melanocortin receptor (“MCR”) system has effects on food intake, metabolism, sexual function, inflammation, and immune system responses. There are five melanocortin receptors, MC1R through MC5R. Modulation of these receptors, through use of receptor-specific agonists, which activate receptor function, or receptor-specific antagonists, which block receptor function, can have significant pharmacological effects.

Our prior commercial product, Vyleesi®, was approved by the U.S. Food and Drug Administration (“FDA”) in June 2019 and was initially marketed in the United States by AMAG Pharmaceuticals, Inc. (“AMAG”) for the treatment of hypoactive sexual desire disorder (“HSDD”) in premenopausal women pursuant to a license agreement for Vyleesi for North America, which was entered into on January 8, 2017 (the “AMAG License Agreement”). The AMAG License Agreement was terminated effective July 24, 2020, and we commenced marketing Vyleesi in North America. Effective December 19, 2023, Cosette Pharmaceuticals, Inc. (“Cosette”) acquired all rights to Vyleesi. As disclosed in Note 6 to the Consolidated Financial Statements, effective June 5, 2025, we entered into a Release and Settlement Agreement with Cosette.

In August 2025, as disclosed in Note 5 to the Consolidated Financial Statements, we entered into a Research Collaboration, License and Patent Assignment Agreement (the “BI Agreement”) with Boehringer-Ingelheim International GmbH (“Boehringer Ingelheim” or “BI”) to research, develop and commercialize first-in-class melanocortin receptor-targeted compounds we developed for the treatment of retinal diseases.

In January 2026, as disclosed in Note 6 to the Consolidated Financial Statements, we entered into a sublicense agreement (the “Altanispac Agreement”) with Altanispac Labs, LLC to exclusively license PL9643, a clinical development MC1R agonist for the treatment of dry eye disease.

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Our non-obesity development activities focus on ocular, gastroenterology, and renal indications. We are actively engaged in discussions with potential partners and licensees that have the financial and operational resources to progress non-obesity products through development, approval and commercialization.

PipelineOverview

The following chart illustrates the status of our drug development programs for treatment of rare MC4R pathway diseases and next steps, dependent on resources:

The following programs have been out-licensed, or are available to out-license or otherwise transfer:

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OurStrategy

Our strategy is focused on advancing a differentiated portfolio of melanocortin receptor-targeted therapeutics, with an emphasis on MC4R agonists for rare neuroendocrine obesity disorders and other indications with significant unmet medical need. Key elements include:

●	Advancing<br> a focused MC4R pipeline:<br> Maintain a lean, execution-oriented organization to discover, develop, and advance MC4R selective<br> agonists for rare MC4R pathway diseases, including hypothalamic obesity, Prader-Willi syndrome,<br> and Bardet-Biedl syndrome;
●	Leveraging<br> strategic partnerships: Establish and expand collaborations with pharmaceutical and biotechnology<br> partners to support the development, manufacturing, and commercialization of our product<br> candidates, including applications beyond;
---	---
●	Disciplined<br> capital strategy: Fund operations through a combination of non-dilutive sources— including<br> cash flows from the licensing and sale of Vyleesi, our collaboration with Boehringer Ingelheim,<br> and other licensing arrangements, supplemented by prudent, opportunistic equity financings,<br> with a focus on capital efficiency and minimizing stockholder dilution; and
---	---
●	Driving<br> clinical and regulatory execution: Advance selected product candidates through clinical development<br> and pursue regulatory approvals in targeted indications.
---	---

CorporateInformation

We were incorporated under the laws of the State of Delaware on November 21, 1986 and commenced operations in the biopharmaceutical area in 1996. Our corporate offices are located at 301 Carnegie Center Drive, Suite 304 Princeton, New Jersey 08540, and our telephone number is (609) 495-2200. We maintain an Internet site, where among other things, we make available free of charge on and through this website our Forms 3, 4 and 5, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) and Section 16 of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our website and the information contained in it or connected to it are not incorporated into this Quarterly Report on Form 10-Q. The reference to our website is an inactive textual reference only.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC (www.sec.gov).

Resultsof Operations

As we continue to advance our development programs and explore commercial opportunities and partners in both U.S. and international markets, we remain attentive to evolving global economic conditions, including uncertainties related to international trade policies, tariffs, and supply chain dynamics. Although these factors have not had a material impact on our operations to date, future changes in trade regulations, tariff structures, or logistical constraints could influence the cost, availability, or timing of materials, services and other components associated with the development of our product candidates and manufacturing capabilities. We continue to monitor these developments closely to maintain operational efficiency and help mitigate potential future impacts.

Threeand Nine months ended March 31, 2026, Compared to the Three and Nine months ended March 31, 2025:

Revenues– For the three and nine months ended March 31, 2026, we recognized $3,920,675 and $12,884,261 in collaboration and license revenue compared to $0 for the three and nine months ended March 31, 2025. The primary increase in collaboration and license revenue consists of $3,751,122 related to the Altanispac Agreement during the three months ended March 31, 2026, and $3,751,122 related to the Altanispac Agreement and $9,133,139 related to the BI Agreement during the nine months ended March 31, 2026.

Researchand Development – Research and development expenses were $3,517,223 and $10,362,756 for the three and nine months ended March 31, 2026, respectively, compared to $3,755,158 and $12,928,391 for the three and nine months ended March 31, 2025, respectively. The decrease for the three and nine months ended March 31, 2026, compared to the three and nine months ended March 31, 2025, was primarily related to a decrease in spending on our MCR programs.

Research and development expenses related to our MCR programs were $2,012,143 and $5,272,845 for the three and nine months ended March 31, 2026, respectively, compared to $1,853,851 and $7,822,953 for the three and nine months ended March 31, 2025, respectively. The increase for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, was primarily related to an increase in spending on our MCR programs. The decrease for the nine months ended March 31, 2026, compared to the nine months ended March 31, 2025, was primarily related to a decrease in spending on our MCR programs.

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The amounts of project spending above exclude general research and development spending which was $1,505,080 and 5,089,911 for the three and nine months ended March 31, 2026, respectively, compared to $1,901,307 and $5,105,438 for the three and nine months ended March 31, 2025, respectively. The decrease is primarily attributable to a decrease in compensation-related expenses.

Cumulative spending from inception to March 31, 2026, was approximately $311,900,000 on our Vyleesi program and approximately $257,900,000 on all our other programs (which include melanocortin receptor agonists, other discovery programs and terminated programs). Due to various risk factors described in our Annual Report on Form 10-K for the year ended June 30, 2025, under “Risk Factors,” including the difficulty in currently estimating the costs and timing of future Phase 1 clinical trials and larger-scale Phase 2 and Phase 3 clinical trials for any product under development, we cannot predict with reasonable certainty when, if ever, a program will advance to the next stage of development or be successfully completed, or when, if ever, related net cash inflows will be generated.

Generaland Administrative – General and administrative expenses, which consist mainly of compensation and related costs, were $1,984,446 and $6,769,994 for the three and nine months ended March 31, 2026, respectively, compared to $1,474,019 and $5,176,794 for the three and nine months ended March 31, 2025, respectively. The increase is a result of increased compensation costs and professional fees.

OtherIncome (Expense) – For the three and nine months ended, March 31, 2026 total other income (expense), net was $148,007 and $229,175, respectively. For the three and nine months ended March 31, 2025, total other income (expense), net was $1,757 and $111,634, respectively. The increase was a result of an increase in investment income, offset by a decrease in interest expense and foreign currency translation losses.

Liquidityand Capital Resources

Since inception, we have generally incurred net operating losses, primarily related to spending on our research and development programs. We have financed our net operating losses primarily through debt and equity financings and amounts received under collaborative and license agreements.

Our product candidates are at various stages of development and will require significant further research, development, and testing and some may never be successfully developed or commercialized. We may experience uncertainties, delays, difficulties, and expenses commonly experienced by early-stage biopharmaceutical companies, which may include unanticipated problems and additional costs relating to:

●	the<br> development and testing of products in animals and humans;
●	product<br> approval or clearance;
---	---
●	regulatory<br> compliance;
---	---
●	good<br> manufacturing practices (“GMP”) compliance;
---	---
●	intellectual<br> property rights;
---	---
●	product<br> introduction;
---	---
●	marketing,<br> sales, and competition; and
---	---
●	obtaining<br> sufficient capital.
---	---

Failure to enter into or successfully perform under collaboration agreements and obtain timely regulatory approval for our product candidates and indications would impact our ability to generate revenues and could make it more difficult to attract investment capital for funding our operations. Any of these possibilities could materially and adversely affect our operations and require us to curtail or cease certain programs.

During the nine months ended March 31, 2026, net cash used in operating activities was $10,843,290 compared to $17,217,595 for the nine months ended March 31, 2025. The decrease was primarily related to collaboration and license revenue recognized during the nine months ended March 31, 2026.

During the nine months ended March 31, 2026, net cash used in investing activities was $51,299 which consisted of cash used for the purchase of property and equipment. During the nine months ended March 31, 2025, net cash provided by investing activities was $2,500,000, which consisted of proceeds from the sale of Vyleesi.

During the nine months ended March 31, 2026, net cash provided by financing activities was $18,489,818 which consisted of net proceeds $16,910,891 from an equity financing and $1,598,441 of net proceeds from the exercise of warrants, offset by $19,514 for payment of withholding taxes related to restricted stock units. During the nine months ended March 31, 2025, net cash provided by financing activities was $7,710,261, which consisted of $3,398,237 of net proceeds from the exercise of warrants and 4,457,520 from the sale of common stock, offset by $99,482 for payment of withholding taxes related to restricted stock units and $46,014 for payment of finance lease obligations.

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We have incurred cumulative negative cash flows from operations since our inception and have expended substantial funds to advance our product development efforts. Continued operations are dependent upon our ability to complete equity or debt financing activities and to enter into additional licensing or collaboration arrangements. As of March 31, 2026, our cash and cash equivalents were $10,159,494, other receivables were $2,167,215 and our current liabilities were $2,536,002.

There have been no material changes outside the ordinary course of business to our contractual obligations and commitments, as disclosed in our Annual Report on Form 10-K for the year ended June 30, 2025.

We intend to utilize existing capital resources for general corporate purposes and working capital requirements, including preclinical and clinical development of our MC4R programs for the treatment of rare MC4R pathway diseases.

Based on our current operating and development plans, including the ability to reduce or delay operating expenses that are within management’s control, we expect that existing cash and cash equivalents as of the date of this filing will be sufficient to enable us to fund operations through the next twelve months following the issuance of the financial statements.

We will need additional funding to complete required clinical trials for our product candidates and development programs and, if those clinical trials are successful (which we cannot predict), to complete submission of required regulatory applications to the FDA. However, current economic conditions (including current economic uncertainty, high interest rates, rising inflation, tariffs, trade restrictions, and the potential for local and/or global economic recession) may negatively impact our operations, including possible effects on our financial condition, ability to access the capital markets on attractive terms or at all, liquidity, operations, suppliers, industry, and workforce. We will continue to evaluate the impact that these events could have on the operations, financial position, and the results of operations and cash flows during fiscal year 2026 and beyond.

Item3. Quantitative and Qualitative Disclosures About Market Risk.

Not required to be provided by smaller reporting companies.

Item4. Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2026, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II – OTHER INFORMATION

Item1. Legal Proceedings.

We may be involved, from time to time, in various claims and legal proceedings arising in the ordinary course of our business.

We are not currently a party to any claim or legal proceeding.

Item1A. Risk Factors.

This report and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs, and our management’s assumptions. These statements are not guarantees of future performance, and they involve certain risks, uncertainties and assumptions that are difficult to predict. You should carefully consider the risks and uncertainties facing our business.

Other than set forth below, there have been no material changes to our risk factors disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended June 30, 2025.

Inadequatefunding for the FDA, the SEC and other U.S. government agencies leading to government shut downs or other disruptions to these agencies’staffing and operations could prevent new products and services from being developed or commercialized in a timely manner or otherwiseprevent those agencies from performing normal business functions on which the operation of our business may rely, which could negativelyimpact our operations.

The ability of the FDA to review and approve new products can be affected by a variety of factors, including government funding, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory and policy changes. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC, and other government agencies on which our operations may rely, including those that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable.

Disruptions at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. For example, in recent years, the U.S. government shut down and certain regulatory agencies, such as the FDA and the SEC, had to furlough critical employees and stop critical activities. If a prolonged government shutdown continues to occur, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business. Further, future government shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.

If a prolonged government shutdown occurs, or if global health concerns prevent the FDA or other regulatory authorities from conducting their regular inspections, reviews, or other regulatory activities, it could significantly impact the ability of the FDA or other regulatory authorities to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

Separately, the risk factor from our Annual Report on Form 10-K for the year ended June 30, 2025, titled “Our common stock has been suspendedfrom trading on the NYSE American. If we fail to regain compliance with the NYSE American listing standards, our common stock may bedelisted from the NYSE American”, is no longer a material risk to the Company, as the Company resumed trading on the NYSE American effective November 12, 2025.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds.

As disclosed in the table below, 3 shares of common stock were withheld during the three months ended March 31, 2026, at the direction of the employees and as permitted under the 2011 Stock Incentive Plan in order to pay the minimum amount of tax liability owed by the employees from the vesting of previously issued restricted stock units:

Fiscal<br> Month Period		Weighted<br> Average Price per Share
January 1, 2026 through January 31, 2026	-	$	-	-	-
February 1, 2026 through February 28, 2026	-		-		-
March 1, 2026<br> through March 31, 2026	3		23.24	-	-
Total	3	$	23.24	-	-

^(1)^ Consists solely of 3 shares that were withheld to satisfy tax withholding amounts due from employees upon the vesting of previously issued restricted stock units.

Item3. Defaults Upon Senior Securities.

None.

Item4. Mine Safety Disclosures.

Not applicable.

Item5. Other Information.

During the Company’s fiscal quarter ended March 31, 2026, no director or officer, as defined in Rule 1a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

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Item6. Exhibits.

Exhibits filed or furnished with this report:

Exhibit Number	Description	Filed Herewith	Form	Filing Date	SEC File No.
3.1	Amended<br> and Restated Bylaws of Palatin Technologies, Inc.		8-K	September<br> 17, 2021	001-15543
3.2	Restated<br> Certificate of Incorporation of Palatin Technologies, Inc., as amended.		10-K	September<br> 27, 2013	001-15543
3.3	Certificate<br> of Amendment to the Restated Certificate of Incorporation of Palatin Technologies, Inc., as amended.		8-K	August<br> 31, 2022	001-15543
3.4	Certificate<br> of Decrease of Series A Convertible Preferred Stock.		10-Q	May<br> 16, 2022	001-15543
3.5	Certificate<br> of Designation of the Rights, Powers, Preferences, Privileges, and Restrictions, of the Series D Convertible Preferred Stock of Palatin<br> Technologies, Inc.		8-K	June<br> 13, 2025	001-15543
3.6	Certificate<br> of Amendment to Restated Certificate of Incorporation, filed with the Delaware Secretary of State on August 6, 2025.		8-K	August<br> 8, 2025	001-15543
4.1	Form<br> of Pre-Funded Common Stock Purchase Warrant.		8-K	February<br> 10, 2025	001-15543
4.2	Form<br> of Series E Common Stock Purchase Warrant.		8-K	February<br> 10, 2025	001-15543
4.3	Form<br> of Pre-Funded Warrant.		8-K	November<br> 6, 2025	001-15543
4.4	Form<br> of Series J Common Stock Purchase Warrant		8-K	November<br> 6, 2025	001-15543
4.5	Form<br> of Series K Common Stock Purchase Warrant		8-K	November<br> 6, 2025	001-15543
31.1	Certification of Chief Executive Officer.	X
31.2	Certification of Chief Financial Officer.	X
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	*
101.INS	Inline<br> XBRL Taxonomy Extension Instance Document (the instance document does not appear on the Interactive Data File because its XBRL tags<br> are embedded within the Inline XBRL document).	X
101.SCH	Inline<br> XBRL Taxonomy Extension Schema Document.	X
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.	X
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.	X
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase Document.	X
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document	X
104	Cover<br> Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)	X

*In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certification furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

† Management contract or compensatory plan or arrangement.

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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 thereunto duly authorized.

	Palatin Technologies, Inc.
	(Registrant)
	/s/ Carl Spana
Date:<br> May 13, 2026	Carl<br> Spana, Ph.D.<br><br> <br>President<br> and Chief Executive Officer (Principal Executive Officer)
	/s/ Stephen T. Wills
Date:<br> May 13, 2026	Stephen<br> T. Wills, CPA, MST<br><br> <br>Executive<br> Vice President, Chief Financial Officer and Chief Operating Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)

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EXHIBIT 31.1

Certification of Chief Executive Officer

I, Carl Spana, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of Palatin Technologies, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
---	---
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining<br> disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br> and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiary, is made known to us by others within those<br> entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and
---	---
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors:
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting.
---	---

Date: May 13, 2026

/s/ Carl Spana
Carl<br> Spana, President and Chief Executive Officer

EXHIBIT 31.2

Certification of Chief Financial Officer

I, Stephen T. Wills, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of Palatin Technologies, Inc.;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary to make the statements made, in light of the circumstances<br> under which such statements were made, not misleading with respect to the period covered<br> by this report;
---	---
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining<br> disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))<br> and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the registrant and have:
---	---
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> registrant, including its consolidated subsidiary, is made known to us by others within those<br> entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter that has materially<br> affected, or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and
---	---
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the registrant’s auditors<br> and the audit committee of the registrant’s board of directors:
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the registrant’s<br> ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the registrant’s internal control over financial reporting.
---	---

Date: May 13, 2026

/s/ Stephen T. Wills
Stephen<br> T. Wills, Executive Vice President, Chief Financial Officer and Chief Operating Officer

EXHIBIT 32.1

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Carl Spana, President and Chief Executive Officer of Palatin Technologies, Inc., hereby certify, to my knowledge, that the Quarterly Report on Form 10-Q for the period ended March 31, 2026 of Palatin Technologies, Inc. (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Palatin Technologies, Inc.

Dated: May 13, 2026

/s/ Carl Spana
Carl Spana, President and Chief Executive Officer (Principal Executive Officer)

EXHIBIT 32.2

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Stephen T. Wills, Executive Vice President, Chief Financial Officer and Chief Operating Officer of Palatin Technologies, Inc., hereby certify, to my knowledge, that the Quarterly Report on Form 10-Q for the period ended March 31, 2026 of Palatin Technologies, Inc. (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Palatin Technologies, Inc.

Dated: May 13, 2026

/s/ Stephen T. Wills
Stephen<br> T. Wills, Executive Vice President, Chief Financial Officer and Chief Operating Officer (Principal Financial Officer)