Palatin Technologies Inc 8-K, filed Jun 10, 2021
Palatin Technologies Inc (PTN)
8-K
2021-06-10
For: 2021-06-08
View Original
Added on
April 06, 2026
About this 8-K
Palatin Technologies Inc filed this 8-K on June 10, 2021, reporting on events of June 8, 2021.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act Of
1934
Date of
Report (Date of earliest event reported): June 8, 2021
Palatin Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-15543
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95-4078884
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
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File
Number)
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identification
number)
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4B Cedar Brook Drive, Cranbury, NJ
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08512
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (609) 495-2200
Not Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol
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Name of
Each Exchange
on
Which Registered
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Common Stock, par value $.01 per share
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PTN
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NYSE American
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter). Emerging growth
company ☐
If an
emerging growth company, indicate by checkmark 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. ☐
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The
Company’s annual meeting of stockholders was held on June 8,
2021 to consider and vote on the following: (1) election of
directors (“Proposal 1”), (2) ratification of the
appointment of the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2021
(“Proposal 2”), (3) approval of an amendment to
our Certificate of Incorporation to effect an increase in
authorized common stock from 300,000,000 shares to 400,000,000
shares (“Proposal 3”), and (4) advise the Company
whether stockholders approve the compensation of the
Company’s named executive officers (“Proposal
4”).
Common
stock and Series A convertible preferred stock voted as a single
class on all matters. There were present in person or by proxy
124,820,173 votes, representing a majority of the total outstanding
eligible votes as of the record date for the meeting.
Proposal
1.
Election of Directors. The stockholders
elected the following eight directors to serve until the next
annual meeting, or until their successors are elected and
qualified, by the votes set forth below:
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Nominee
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FOR
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WITHHELD
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01)
Carl Spana, Ph.D.
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40,224,918
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14,325,733
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02)
John K.A. Prendergast
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33,680,892
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20,869,759
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03)
Robert K. deVeer, Jr.
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42,571,434
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11,979,217
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04) J.
Stanley Hull
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42,324,003
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12,226,648
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05)
Alan W. Dunton, M.D.
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42,974,111
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11,576,540
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06)
Arlene M. Morris
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41,173,191
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13,377,460
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07)
Anthony M. Manning, Ph.D.
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38,816,903
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15,733,748
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Broker
Non-Votes: 70,269,522 for each director
Proposal
2.
Ratification of Appointment of Independent
Registered Public Accounting Firm. The stockholders ratified
the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending June
30, 2021, by the votes set forth below:
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For
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Against
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Abstain
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109,952,561
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11,578,337
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3,289,275
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Broker
Non-Votes: not applicable
Proposal
3.
Amendment to Certificate of Incorporation to
Increase Authorized Common from 300,000,000 Shares to 400,000,000
Shares. As disclosed below under Item 8.01, incorporated
herein by reference, upon motion the Annual Meeting was adjourned
on Proposal 3.
Proposal
4.
Say-on-Pay. The stockholders voted to
advise the Company that they do approve the compensation of the
Company’s named executive officers by the votes set forth
below:
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For
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Against
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Abstain
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35,028,843
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18,065,507
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1,456,301
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Broker
Non-Votes: 70,269,522
Item 8.01 Other Events.
At the
time of the Annual Meeting, there were insufficient votes to pass
Proposal 3, which sought an amendment to the Company’s
Certificate of Incorporation to effect an increase in authorized
common stock from 300,000,000 shares to 400,000,000 shares. Upon
motion, the Annual Meeting was adjourned on Proposal 3, and as
announced at the Annual Meeting, such meeting will reconvene at
9:00 a.m. Eastern Daylight Time on July 8, 2021 virtually at
http://www.virtualshareholdermeeting.com/PTN2021. During the period
of adjournment, the Company will continue to accept stockholder
votes on Proposal 3.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
Press Release dated
June 10, 2021.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PALATIN
TECHNOLOGIES, INC.
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Date:
June 10, 2021
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By:
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/s/
Stephen T. Wills
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Stephen
T. Wills, CPA, MST
Executive
Vice President, Chief Financial Officer and Chief Operating
Officer
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EXHIBIT INDEX
Press Release dated
June 10, 2021.
Palatin Announces Adjournment of
Annual Meeting of Stockholders
● Limited to Proposal 3, Amendment to Certificate of
Incorporation to
Increase Authorized Common Stock
● Proposals 1, 2, and 4 were approved at the Annual
Meeting
● Scheduled to Reconvene July 8, 2021, 9:00 am Eastern
Daylight Time
CRANBURY, NJ
– June 10, 2021 – Palatin Technologies, Inc.
(“Palatin”) (NYSE American: PTN) announced that its
2021 Annual Meeting of Stockholders that convened on June 8, 2021
has been adjourned until July 8, 2021 at 9:00 a.m. Eastern Daylight
Time to solicit additional proxies for Proposal 3, approval of an
amendment to our Certificate of Incorporation to effect an increase
in authorized common stock from 300,000,000 shares to 400,000,000
shares. The adjourned meeting will be a completely
“virtual” meeting of stockholders, and stockholders
will be able to listen and participate in the virtual annual
meeting as well as vote and submit your questions during the live
webcast of the meeting by visiting
http://www.virtualshareholdermeeting.com/PTN2021
and entering the 16‐digit control number
included in your Notice Regarding the Availability of Proxy
Materials, on your proxy card or in the instructions that
accompanied your proxy materials.
The
Board of Directors believes approval of Proposal 3 is in the best
interests of Palatin and its stockholders because even though
Palatin does not have any current plans to offer any additional
stock in the foreseeable future, an increase provides future
flexibility and the necessary resources Palatin requires to take
advantage of any strategic opportunities that could result in an
increase in stockholder value. Proposal 3 is described in more
detail in Palatin’s proxy statement dated April 26, 2021,
furnished to stockholders in connection with the 2021 Annual
Meeting. The leading independent proxy voting advisory groups
(Institutional Shareholder Services and Glass Lewis) have
recommended that stockholders vote FOR Proposal
3.
We have seen significant stockholder support for
Proposal 3. At the time of the meeting, approximately 69% of the
shares that had been voted on Proposal 3 were voted in its favor.
However, the favorable votes were less than the absolute majority
of all outstanding shares, which is required for approval
of this proposal. Proposals 1, 2, and
4 were approved at the Annual Meeting.
Palatin
encourages any stockholder that has not yet voted its shares on
Proposal 3 or is uncertain if their shares have been voted on
Proposal 3 to contact their broker or bank. The Board of Directors
and management requests stockholders as of the record date, April
13, 2021, to please vote their proxies as soon as possible, but no
later than July 7, 2021 at 11:59 p.m. (Eastern Daylight Time).
Stockholders who have previously submitted their proxy or otherwise
voted for the annual meeting and who do not want to change their
vote need not take any action. For questions relating to the voting
of shares or to request additional or misplaced proxy voting
materials, please contact Palatin’s proxy advisory group at
melissacarlson@allianceadvisors.com.
As
described in the proxy statement, a stockholder may use one of the
following simple methods to vote before the July 8, 2021 adjourned
meeting with respect to Proposal 3:
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By Internet – www.proxyvote.com.
If you have Internet access, you may transmit your voting
instructions up until 11:59 p.m., Eastern Daylight Time, the day
before the adjourned meeting date, that is, July 7, 2021. Go to
www.proxyvote.com. You must have your proxy card or Notice in hand
when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction
form.
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By telephone – 1-800-690-6903. You
may vote using any touch-tone telephone to transmit your voting
instructions up until 11:59 p.m., Eastern Daylight Time, the day
before the meeting date, that is, July 7, 2021. Call 1-800-690-6903
toll free. You must have your proxy card or Notice in hand when you
call this number and then follow the instructions.
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By mail – Mark, sign and date your
proxy card and return it in the postage-paid envelope we have
provided.
Votes
must be received by 11:59 P.M. Eastern Daylight Time on July 7,
2021 to be counted. After this time, the only way to cast a vote is
at the adjourned Annual Meeting on July 8, 2021, 9:00 a.m. Eastern
Daylight Time at
http://www.virtualshareholdermeeting.com/PTN2021.
About Palatin
Palatin
is a biopharmaceutical company developing first-in-class medicines
based on molecules that modulate the activity of the melanocortin
and natriuretic peptide receptor systems, with targeted,
receptor-specific product candidates for the treatment of diseases
with significant unmet medical need and commercial potential.
Palatin's strategy is to develop products and then form marketing
collaborations with industry leaders to maximize their commercial
potential. For additional information regarding Palatin, please
visit Palatin's website at www.palatin.com.
Forward-looking Statements
Statements
in this press release that are not historical facts, including
statements about future expectations of Palatin, such as statements
about the need to for stockholders to approve Proposal 3, are
“forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and as that term is defined in the
Private Securities Litigation Reform Act of 1995. Palatin intends
that such forward-looking statements be subject to the safe harbors
created thereby. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
Palatin’s actual results to be materially different from its
historical results or from any results expressed or implied by such
forward-looking statements. Palatin’s actual results may
differ materially from those discussed in the forward-looking
statements for reasons including, but not limited to, sales of
Vyleesi in the United States and elsewhere in the world, results of
clinical trials, regulatory actions by the FDA and other regulatory
and the need for regulatory approvals, Palatin’s ability to
fund development of its technology and establish and successfully
complete clinical trials, the length of time and cost required to
complete clinical trials and submit applications for regulatory
approvals, products developed by competing pharmaceutical,
biopharmaceutical and biotechnology companies, commercial
acceptance of Palatin’s products, and other factors discussed
in Palatin’s periodic filings with the Securities and
Exchange Commission. Palatin is not responsible for updating for
events that occur after the date of this press
release.
Important Information
In
connection with the solicitation of proxies, on April 26, 2021,
Palatin filed a definitive proxy statement with the Securities and
Exchange Commission (“SEC”) in connection with
Palatin’s 2021 Annual Meeting. STOCKHOLDERS ARE STRONGLY
ADVISED TO READ THE DEFINITIVE PROXY MATERIALS AND ANY OTHER
RELEVANT SOLICITATION MATERIALS FILED BY PALATIN TECHNOLOGIES, INC.
WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION.
Palatin’s proxy statement and any other materials filed by
Palatin with the SEC can be obtained free of charge at the
SEC’s web site at www.sec.gov. Palatin’s proxy
statement, notice of annual meeting, and annual report to
shareholders are available free of charge on Palatin’s
website at www.palatin.com. The contents of the websites referenced
above are not deemed to be incorporated by reference into the proxy
statement.
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Investor Inquiries:
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Media Inquiries:
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Stephen T. Wills, CPA, MST
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Paul
Arndt, MBA, LifeSci Advisors
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CFO/COO (609) 495-2200
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Managing Director (646) 597-6992
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Info@Palatin.com
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Paul@LifeSciAdvisors.com
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