Palatin Technologies Inc S-1/A, filed Oct 17, 2025

Palatin Technologies Inc (PTN)

S-1/A 2025-10-17

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(1)	The assumed combined public offering price is $6.50 per share of Common Stock and accompanying Common Warrants and $6.4999 per Pre-Funded Warrant and accompanying Common Warrants, which is the midpoint of the offering price range set forth on the cover page of this prospectus.

(2)	Represents a cash fee equal to 7.0% of the aggregate purchase price paid by investors in this offering. In addition, we have also agreed to reimburse certain expenses of the Underwriters in connection with the offering and have agreed to issue warrants to the Underwriters in an amount equal to 2% of the aggregate amount of shares of Common Stock (or Pre-Funded Warrants in lieu) sold in this offering. See the section titled “Underwriting” in this prospectus for additional disclosure regarding compensation payable to the Underwriters.

(3)	Does not include proceeds from the exercise of the Common Warrants and/or Pre-Funded Warrants in cash, if any.

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		ii
ABOUT THIS PROSPECTUS		1
SUMMARY		2
THE OFFERING		5
RISK FACTORS		7
USE OF PROCEEDS		13
DILUTION		14
DIVIDEND POLICY		16
DESCRIPTION OF SECURITIES OFFERED		16
UNDERWRITING		22
LEGAL MATTERS		26
EXPERTS		26
WHERE YOU CAN FIND MORE INFORMATION		27
INFORMATION WE INCORPORATE BY REFERENCE		28

	●	our significant operating losses since our inception and our need to obtain additional financing has caused management to determine there is substantial doubt regarding our ability to continue as a going concern;

	●	our ability to obtain additional financing on terms acceptable to us, or at all, including unavailability of funds or delays in receiving funds as a result of economic disruptions;

	●	our expectation that we will incur losses for the foreseeable future and may never achieve or maintain profitability;

	●	our business, financial condition, and results of operations may be adversely affected by increases in costs of and delays in conducting human clinical trials and the performance of our contractors and suppliers, reduction in our productivity or the productivity of our contractors and suppliers, supply chain constraints, and labor shortages;

	●	whether Cosette Pharmaceuticals, Inc. (“Cosette”), which acquired our product Vyleesi® (the trade name for bremelanotide for treatment of hyperactive sexual desire disorder in premenopausal women) in December 2023, will have sufficient sales to generate significant milestone payments under our purchase agreement with Cosette;

	●	the results of clinical trials with our late-stage products, including co-administration of bremelanotide with tirzepatide, a GLP-1 agonist for treatment of obesity, which entered Phase 2 in the second quarter of calendar year 2024 with topline results announced in March 2025, in which co-administration demonstrated an increased weight loss over tirzepatide alone; a novel once-weekly melanocortin receptor-4 (“MC4R”) peptide agonist for obesity indications, with an Investigational New Drug (“IND”) filing projected in the first quarter of calendar year 2026; PL7737, an oral small molecule MCRR agonist, with an IND filing projected in the first quarter of calendar year 2026; PL9643, an ophthalmic peptide solution for dry eye disease (“DED”), which completed a first Phase 3 clinical trials with top line results announced from the Phase 3 clinical trial in the first quarter of calendar year 2024 and which has concluded a positive Type C meeting with the FDA and can, depending on financial resources and product development priority, commence patient enrollment as early as the second half of calendar year 2025;

	●	PL8177, an oral peptide formulation for treatment of ulcerative colitis, which entered Phase 2 clinical trials in the third quarter of calendar year 2022 and announced topline results in March 2025, with one-third of patients dosed with PL8177 achieving clinical remission while the placebo group saw no clinical remission; and an MC4 agonist for diabetic nephropathy, which reported positive topline date in the fourth quarter of 2024;

	●	estimates of our expenses, future revenue and capital requirements;

	●	our ability to achieve profitability;

	●	our ability to advance product candidates into, and successfully complete, clinical trials;

	●	the initiation, timing, progress and results of future preclinical studies and clinical trials, and our research and development programs;

	●	the timing or likelihood of regulatory filings and approvals;

	●	our expectations regarding the clinical efficacy and utility of our melanocortin agonist product candidates for treatment of inflammatory and autoimmune related diseases and disorders, including ocular indications;

	●	our ability to compete with other products and technologies treating the same or similar indications as our product candidates;

	●	the ability of our third-party collaborators to timely carry out their duties under their agreements with us;

	●	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 Russia-Ukraine and Israel-Hamas military conflicts, 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 re-list our Common Stock on the NYSE American.

SUMMARY This summary highlights certain information appearing elsewhere in this prospectus and in the documents we incorporate by reference into this prospectus. The summary is not complete and does not contain all of the information that you should consider before investing in our common stock. After you read this summary, you should read and carefully consider the entire prospectus and the more detailed information and financial statements and related notes that are incorporated by reference into this prospectus. Overview 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. Melanocortin Receptor System. The MCR system has effects on inflammation and immune system response, food intake, metabolism, and sexual function. 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. We believe that our MC1R agonist peptides have broad anti-inflammatory effects and utilize mechanisms engaged by the endogenous melanocortin system in regulation of the immune system and resolution of inflammatory responses. We are also developing peptides that are active at more than one melanocortin receptor and small molecule MCr agonists. Our product development activities focus primarily on use of MC4r agonists for treatment of obesity. The Company is developing MC4R peptides and small molecule agonists with potential utility in obesity and metabolic-related disorders, rare MC4R pathway diseases, such as hypothalamic obesity, and orphan indications. We are also developing, dependent on resources for development activities, MC1R agonist products, with potential to treat inflammatory and autoimmune diseases, such as dry eye disease, which is also known as keratoconjunctivitis sicca, uveitis, diabetic retinopathy, and inflammatory bowel disease. The Company believes that the MC1R 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 is also developing, dependent on resources for development activities, peptides and small molecules that are active at more than one melanocortin receptor, with potential utility in obesity and metabolic-related disorders, rare MC4R pathway diseases, such as hypothalamic obesity, and orphan indications. In the first quarter of calendar year 2025, we reported positive topline data in a Phase 2 clinical study for the treatment of obesity with co-administration of the melanocortin agonist bremelanotide with tirzepatide, a GLP-1 (glucagon-like peptide-1) agonist. Our new product development strategy focuses on development of MC4R selective agonists with improved pharmacokinetic properties. This includes a modified MC4R peptide with an extended drug residency time and minimal blood pressure effects and a MC4R selective oral small molecule. Activities in inflammation disease indications focus primarily on development of MCR peptides for ocular conditions, and in the gut and kidney. Utilizing peptides which are agonists at MC1R, and in some instances agonists at additional melanocortin receptors, we are developing products to treat inflammatory and autoimmune diseases such as dry eye disease (also known as keratoconjunctivitis sicca), uveitis, diabetic retinopathy, and inflammatory bowel disease. We are actively engaged in discussions with potential partners and licensees that have the financial and operational resources to progress our products for ocular conditions through development, approval and commercialization Our U.S. Food and Drug Administration (“FDA”) approved melanocortin receptor agonist, Vyleesi, an “as needed” therapy used in anticipation of sexual activity and self-administered in the thigh or abdomen via a single-use subcutaneous auto-injector by premenopausal women with hypoactive sexual desire disorder (“HSDD”), was acquired by Cosette in December 2023. Vyleesi is the first FDA-approved melanocortin agent and the first and only FDA-approved as-needed treatment for premenopausal women with HSDD. Our program for treatment of retinal diseases and glaucoma culminated in an agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”), which acquired certain Palatin patent applications to first-in-class melanocortin receptor-targeted peptides developed by Palatin in August 2025. We retain rights to PL9643, which has successfully completed a first Phase 3 clinical trial for dry eye disease Our Business Strategy. Key elements of our business strategy include:

	●	Maintaining a team to create, develop and commercialize MCR products addressing unmet medical needs;

	●	Entering into strategic alliances and partnerships with pharmaceutical companies to facilitate the development, manufacture, marketing, sale, and distribution of product candidates that we are developing;

	●	Partially funding our product development programs with the cash flow generated from the sale of Vyleesi to Cosette and existing license agreements, as well as any future research, collaboration, or license agreements; and

	●	Completing development and seeking regulatory approval of certain of our other product candidates.

THE OFFERING

Securities Offered by Us:		2,307,692 shares of Common Stock and accompanying Series J Common Warrants to purchase up to 2,307,692 shares of Common Stock and Series K Common Warrants to purchase up to 2,307,692 shares of Common Stock, or up to 2,307,692 Pre-Funded Warrants to purchase shares of Common Stock and accompanying Series J Common Warrants to purchase up to 2,307,692 shares of Common Stock and Series K Common Warrants to purchase up to 2,307,692 shares of Common Stock. The shares of Common Stock or the Pre-Funded Warrants, and accompanying Common Warrants are immediately separable and will be issued separately in this offering, but must initially be purchased together in this offering. Each Series J Common Warrant will have an exercise price per share equal to 100% of the combined public offering price per share of the Common Stock and accompanying Common Warrants, and will be immediately exercisable. Each Series K Common Warrant will have an exercise price per share equal to 125% of the combined public offering price per share of the Common Stock and accompanying Common Warrants, and will be immediately exercisable. The Series J Common Warrants will expire on the earlier of (i) the eighteen (18) -month anniversary of the original issuance date or (ii) the expiration of the FDA Exercise Period. The Series K Common Warrants will expire on the five (5)-year anniversary of the original issuance date, however, if a holder’s Series J Common Warrants have not been terminated in accordance with their terms prior to the expiration of the FDA Exercise Period, such holder’s Series K Common Warrants will terminate automatically upon the earlier of the (i) eighteen (18)-month anniversary of the original issuance date of the Series J Common Warrant or (ii) the expiration of the FDA Exercise Period and prior to the five(5)-year anniversary of the issuance of the Series K Common Warrant. This prospectus also relates to the offering of the shares of Common Stock issuable upon exercise of the Common Warrants and Pre-Funded Warrants. For more information regarding the Common Warrants and Pre-Funded Warrants, you should carefully read the section titled “Description of Securities Offered” in this prospectus.

Pre-Funded Warrants Offered By Us:		We are also offering to each purchaser whose purchase of shares of Common Stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants (each Pre-Funded Warrant to purchase one share of our Common Stock) in lieu of shares that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Common Stock (or, at the election of the purchaser, 9.99%). The purchase price of each Pre-Funded Warrant and accompanying Common Warrants will equal the price at which one share of Common Stock and accompanying Common Warrants are being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will be exercisable immediately and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis.

Underwriters Compensation		The Underwriters will receive an underwriting discount equal to 7.0% of the gross proceeds from the sale of securities in the offering. In addition, we have also agreed to reimburse the Underwriters for certain out-of-pocket actual expenses related to the offering and have agreed to issue warrants to the Underwriters in an amount equal to 2% of the aggregate amount of shares of Common Stock (or Pre-Funded Warrants in lieu) sold in this offering. See the section titled “Underwriting” in this prospectus.

Use of Proceeds:		We currently intend to use the net proceeds from this offering primarily for working capital and general corporate purposes, including for development work on our product development activities which focus primarily on use of MC4R agonists for treatment of obesity. We are developing MC4R peptides and small molecule agonists with potential utility in obesity and metabolic-related disorders, rare MC4R pathway diseases, such as hypothalamic obesity, and orphan indications. See the section titled “Use of Proceeds” for additional information.

Over-allotment option:		We have granted A.G.P an option for a period of up to 45 days to purchase, at the public offering price, up to 346,153 additional shares of Common Stock, less underwriting discounts and commissions, to cover over-allotments, if any.

Lock-Up:		Our directors and officers have agreed with the Underwriters, subject to certain exceptions, not to sell, transfer or dispose of, directly or indirectly, any of the Common Stock or securities convertible into or exercisable or exchangeable for the Common Stock for a period of 60 days after the completion of this offering.

Standstill and Variable Rate Transaction Prohibition:		We have agreed, subject to certain exceptions, not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of Common Stock (or securities convertible into or exercisable for Common Stock) or, subject to certain exceptions, file any registration statement, including any amendments or supplements thereto (other than the registration statement or amendment to the registration statement relating to the securities offered hereunder and a registration statement on Form S-8), until 45 days after the completion of this offering. We have also agreed not to enter into or issuance any shares pursuant to a variable rate transaction (as defined in the underwriting agreement) for four months after the completion of this offering , provided that for the period commencing on the 46th day following the completion of this offering, we will be permitted to make any sales under any “at-the-market offering” sales agreement . See “Underwriting” for more information.

Insider Participation:		Our Chief Executive Officer and Chief Financial Officer/Chief Operating Officer and certain directors have indicated interest in participating in this offering at the public offering price and on the same terms as the other purchasers in this offering. However, because indications of interest are not binding, we cannot guarantee if any officer or director will participate in this offering.

Risk Factors:		You should carefully read and consider the information set forth under the section titled “Risk Factors,” together with all of the other information set forth in this prospectus and the documents incorporated by reference into this prospectus, before deciding to invest in our securities.

OTCQB Symbol:		PTNT

NYSE American Symbol:		PTN

Unless otherwise indicated, all information in this prospectus related to the number of shares of our common stock to be outstanding immediately after this offering is based on 973,291 shares of our common stock outstanding as of October 16, 2025. The number of shares outstanding as of October 16, 2025, excludes:

	●	278 shares issuable on the conversion of our immediately convertible Series A Preferred Stock, subject to adjustment, for no further consideration;

	●	61,816 shares issuable on the conversion of our immediately convertible Series D Preferred Stock, subject to adjustment, for no further consideration;

	●	40,657 shares issuable upon exercise of stock options with a weighted-average exercise price of $291.64 per share;

	●	12,498 shares issuable under restricted stock units which will vest on dates between June 24, 2026 and June 4, 2028, subject to the fulfillment of service or performance conditions;

	●	9,980 shares of common stock which have vested under restricted stock unit agreements, but are subject to provisions to delay delivery;

	●	1,333 shares of common stock issuable upon exercise of warrants at an exercise price of $625.00 per share, which expire on May 11, 2026;

	●	37,712 shares of common stock issuable upon exercise of Series B warrants at an exercise price of $94.00 per share. 5,228 Series B warrants expire on June 24, 2024 and 32,484 Series B warrants expire on July 25, 2030, the five-year anniversary from the date of stockholder approval;

	●	36,630 shares of common stock issuable upon exercise of common warrants at an exercise price of $273.00 per share, which expire on February 1, 2028;

	●	1,831 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the Company’s February 1, 2024 offering, with an exercise price of $341.25 per share, which expire on February 1, 2028;

	●	1,818 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the Company’s October 2022 offering, with an exercise price of $343.75 per share, which expire on of October 31, 2027;

	●	78,153 shares of common stock issuable upon exercise of Series C warrants issued in the Company’s December 2024 Offering, with an exercise price of $43.75 per share, which expire on December 17, 2029;

	●	2,358 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the October 2023 Offering, with an exercise price of $132.50 per share, which expire on October 20, 2028;

	●	39,076 shares of common stock issuable upon exercise of Series D warrants issued in the Company’s December 2024 Offering, with an exercise price of $43.75 per share, which expire on July 25, 2030, the five-year anniversary from the date of stockholder approval;

	●	93,760 shares of common stock issuable upon exercise of Series E warrants issued in the Company’s February 2025 Offering, with an exercise price of $50.00 per share, which expire on August 12, 2030;
	●	146,479 shares of common stock issuable upon exercise of Series F warrants issued in the Company’s May 2025 Offering, with an exercise price of $15.00 per share, which expire on May 8, 2030;

	●	102,720 shares of common stock issuable upon exercise of Series G warrants issued in the Company’s May 2025 Offering, with an exercise price of $7.50 per share, which expire on the earlier of the 31^stcalendar day following the date the Company receives the U.S. Food and Drug Administration acceptance of the Company’s investigational new drug for an in-house obesity treatment compound (long-acting peptide or oral small molecule), provided that, if such date is not a trading day, the termination date shall be immediately following the trading day or May 8, 2027;

	●	43,759 shares of common stock issuable upon exercise of Series H warrants, which are only issued upon exercise of Series G warrants, with an exercise price of $11.25 per share, which expire 24 months from the date of issuance;

	●	123,636 shares of common stock issuable upon exercise of Series I warrants issued in the Company’s June 2025 Series D Convertible Preferred Stock Offering, with an exercise price of $5.50 per share, which expire on July 25, 2030, the five-year anniversary from the date of stockholder approval; and

	●	69,103 shares of common stock available for future issuance under our 2011 Stock Incentive Plan.

	·	the expense and timing of obtaining regulatory approvals for our other product candidates;

	·	the number and characteristics of any additional product candidates we develop or acquire;

	·	the scope, progress, results and costs of researching and developing our future product candidates, and conducting preclinical and clinical trials;

	·	the cost of commercialization activities if any future product candidates are approved for sale, including marketing, sales and distribution costs;

	·	the cost of manufacturing any future product candidates and any products we successfully commercialize;

	·	our ability to establish and maintain strategic collaborations, licensing or other arrangements and the terms and timing of such arrangements;

	·	the degree and rate of market acceptance of any future approved products;

	·	the emergence, approval, availability, perceived advantages, relative cost, relative safety and relative efficacy of alternative and competing products or treatments;

	·	any product liability or other lawsuits related to our products;

	·	the expenses needed to attract and retain skilled personnel;

	·	the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims, including litigation costs and the outcome of such litigation; and

	·	the timing, receipt and amount of sales of, or royalties on, future approved products, if any.

	·	a limited availability of market quotations for our securities;
	·	reduced liquidity with respect to our securities;
	·	a determination that our shares of Common Stock are “penny stock” which will require brokers trading in our shares of Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of Common Stock;
	·	a limited amount of news and analyst coverage for our Company; and
	·	a decreased ability to issue additional securities or obtain additional financing in the future.

	·	our quarterly or annual operating results;

	·	investment recommendations by securities analysts following our business or our industry;

	·	additions or departures of key personnel;

	·	our failure to achieve operating results consistent with securities analysts’ projections;

	·	results of our clinical trials; and

	·	changes in industry, general market, or economic conditions.

Assumed public offering price per share of Common Stock and accompanying Common Warrants				$	6.50
Historical net tangible book value per share as of June 30, 2025	$	(5.14	)
Increase in net tangible value attributable to the Pro Forma Events	$	0.57
Pro forma net tangible book value per share as of June 30, 2025	$	(4.57	)
Increase in pro forma net tangible book value per share attributable to this offering	$	7.44
Pro forma as adjusted net tangible book value per share after giving effect to this offering	$	2.87
Dilution in net tangible book value per share to investors participating in this offering				$	3.63

	·	278 shares issuable on the conversion of our immediately convertible Series A Preferred Stock, subject to adjustment, for no further consideration;

	·	61,816 shares issuable on the conversion of our immediately convertible Series D Preferred Stock, subject to adjustment, for no further consideration;

	·	44,233 shares issuable upon exercise of stock options with a weighted-average exercise price of $305.92 per share;

	·	12,570 shares issuable under restricted stock units which will vest on dates between June 24, 2026 and June 4, 2028, subject to the fulfillment of service or performance conditions;

	·	9,980 shares of common stock which have vested under restricted stock unit agreements, but are subject to provisions to delay delivery;

	·	1,333 shares of common stock issuable upon exercise of warrants at an exercise price of $625.00 per share, which expire on May 11, 2026;

	·	37,712 shares of common stock issuable upon exercise of Series B warrants at an exercise price of $94.00 per share. 5,228 Series B warrants expire on June 24, 2024 and 32,484 Series B warrants expire on July 25, 2030, the five-year anniversary from the date of stockholder approval;

	·	36,630 shares of common stock issuable upon exercise of common warrants at an exercise price of $273.00 per share, which expire on February 1, 2028;

	·	1,831 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the Company’s February 1, 2024 offering, with an exercise price of $341.25 per share, which expire on February 1, 2028;

	·	1,818 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the Company’s October 2022 offering, with an exercise price of $343.75 per share, which expire on of October 31, 2027

	·	78,153 shares of common stock issuable upon exercise of Series C warrants issued in the Company’s December 2024 Offering, with an exercise price of $43.75 per share, which expire on December 17, 2029

	·	2,358 shares of common stock issuable upon exercise of the placement agent warrants issued to the placement agent or its designees as compensation in connection with the October 2023 Offering, with an exercise price of $132.50 per share, which expire on October 20, 2028

	·	39,076 shares of common stock issuable upon exercise of Series D warrants issued in the Company’s December 2024 Offering, with an exercise price of $43.75 per share, which expire on July 25, 2030, the five-year anniversary from the date of stockholder approval

	·	93,760 shares of common stock issuable upon exercise of Series E warrants issued in the Company’s February 2025 Offering, with an exercise price of $50.00 per share, which expire on August 12, 2030;

	·	146,479 shares of common stock issuable upon exercise of Series F warrants issued in the Company’s May 2025 Offering, with an exercise price of $15.00 per share, which expire on May 8, 2030;

	·	146,479 shares of common stock issuable upon exercise of Series G warrants issued in the Company’s May 2025 Offering, with an exercise price of $7.50 per share, which expire on the earlier of the 31^st calendar day following the date the Company receives the U.S. Food and Drug Administration acceptance of the Company’s investigational new drug for an in-house obesity treatment compound (long-acting peptide or oral small molecule), provided that, if such date is not a trading day, the termination date shall be immediately following the trading day or May 8, 2030;

	·	123,636 shares of common stock issuable upon exercise of Series I warrants issued in the Company’s June 2025 Series D Convertible Preferred Stock Offering, with an exercise price of $5.50 per share, which expire on July 25, 2030, the five-year anniversary from the date of stockholder approval; and

	·	65,433 shares of common stock available for future issuance under our 2011 Stock Incentive Plan

	·	prior to such time, the board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested holder;

	·	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (a) by persons who are directors and also officers and (b) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

	·	at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two thirds of the outstanding voting stock which is not owned by the interested stockholder.

	·	any merger or consolidation involving the corporation and the interested stockholder;

	·	any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

	·	subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

	·	any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

	·	the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

	·	in good faith;

	·	in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation; and

	·	with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

	●	our Annual Report on Form 10-K for the year ended June 30, 2025, as filed with the SEC on September 23, 2025;

	●	our Current Reports on Form 8-K and/or amendments thereto (other than any portions thereof deemed furnished and not filed), as filed with the SEC on July 9, 2025, July 29, 2025, August 8, 2025 (as amended on August 11, 2025), August 18, 2025, September 10, 2025, and September 22, 2025; and

	●	the description of our Common Stock contained in our Registration Statement on Form 8-A filed with the SEC on December 13, 1999, including all amendments and reports filed for the purpose of updating such description, including the description of our Common Stock contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, filed with the SEC on September 12, 2019, including any amendment or report for the purpose of updating such description.

	Amount
SEC registration fee	$	9,315.50
Accountant’s fees and expenses	$	20,000
Legal fees and expenses	$	75,000
Miscellaneous fees and expenses	$	1,000
Total expenses	$	105,315.50

	●	On February 6, 2025, we entered into a securities purchase agreement with the investor named on the signature page thereto, pursuant to which we issued, in a private placement, Series E common stock purchase warrants to purchase up to 93,760 shares of common stock. The warrants and accompanying shares of common stock or pre-funded warrants (which were sold in a concurrent registered direct offering) were offered at a combined offering price of $50.00. A.G.P./Alliance Global Partners acted as lead placement agent and Laidlaw & Company (UK) Ltd., as co-placement agent in connection with such private placement.

	●	On December 13, 2024, we entered into a letter agreement with a holder of outstanding common stock purchase warrants. To induce the exercise of a portion of such existing warrants by the holder, we agreed to adjust the exercise price of such portion of the existing warrants to $43.75. Pursuant to the letter agreement, the holder agreed to exercise, for cash, the existing warrants to purchase an aggregate of 78,153 shares of common stock (which were registered under certain of our registration statements filed with the SEC) at the adjusted exercise price in exchange for our agreement to issue to the holder Series C common stock purchase warrants to purchase 78,153 shares of common stock and Series D common stock purchase warrants to purchase 39,076 shares of common stock. We received aggregate gross proceeds of approximately $3.4 million from the exercise of the existing warrants by the holder.

	●	On June 20, 2024, we entered into a letter agreement with a holder of outstanding common stock purchase warrants, pursuant to the holder agreed to exercise, for cash, existing warrants to purchase, in the aggregate, 64,666 shares of common stock (which were registered under certain of our registration statements filed with the SEC) in exchange for our agreement to (i) lower the exercise price to $94.00 per share for the 64,666 existing warrants being exercised pursuant to the letter agreement and (ii) issue an aggregate of 96,998 warrants to purchase shares of common stock, comprised of Series A common stock purchase warrants to purchase 54,545 shares of common stock and Series B common stock purchase warrants to purchase 42,453 shares of our common stock. We received aggregate gross proceeds of approximately $6.1 million from the exercise of the existing warrants by the holder.

	●	On January 29, 2024, we entered into a securities purchase agreement with the investors named on the signature page thereto, pursuant to which we issued, in a private placement, common stock purchase warrants exercisable for an aggregate of 36,630 shares of common stock. The warrants and accompanying shares of common stock (which were sold in a concurrent registered direct offering) were offered at a combined offering price of $273.00. H.C. Wainwright & Co., LLC acted as exclusive placement agent in connection with such private placement, and we issued to certain designees of H.C. Wainwright & Co., LLC as part of the compensation payable to H.C. Wainwright & Co., LLC warrants exercisable for an aggregate of 1,831 shares of common stock.

	●	On October 20, 2023, we entered into a securities purchase agreement with the investor named on the signature page thereto, pursuant to which we issued, in a private placement, common stock purchase warrants exercisable for an aggregate of 47,170 shares of common stock. The warrants and accompanying shares of common stock (which were sold in a concurrent registered direct offering) were offered at a combined offering price of $106.00. H.C. Wainwright & Co., LLC acted as exclusive placement agent in connection with such private placement, and we issued to certain designees of Wainwright as part of the compensation payable to H.C. Wainwright & Co., LLC warrants exercisable for an aggregate of 2,358 shares of common stock.

	●	On May 12, 2022, we issued and sold 8,100,000 shares of Series B Redeemable Convertible Preferred Stock (“Series B Preferred Stock”) and 900,000 shares of Series C Redeemable Convertible Preferred Stock (“Series C Preferred Stock”) pursuant to a securities purchase agreement, dated May 11, 2022. Each share of Series B Preferred Stock and Series C Preferred Stock had a purchase price of $1.67. The investors in the Series B Preferred Stock and Series C Preferred Stock also received warrants to purchase up to 1,333 shares of common stock at an exercise price of $625.00 per share, which expire on May 11, 2026. Total gross proceeds from the offering, before expenses, were $15,000,000 which was deposited in an escrow account. The escrowed proceeds were presented as a deduction to the Series B Preferred Stock and Series C Preferred Stock on the Company’s consolidated balance sheet. In November 2022, the investors provided the Company with Notices of Redemption, electing to have the Series B and Series C Preferred Stock redeemed in cash. Accordingly, the Company and investors directed the escrow agent for the escrow account to release $15,750,000 to the investors, comprising the total gross proceeds from the offering of $15,000,000 and a fee of $750,000.

Exhibit Number	Description	Filed Herewith	Form	Filing Date	SEC File No.
1.1	Underwriting Agreement		S-1	October 1, 2025	333-290641
3.1	Restated Certificate of Incorporation, as amended.		10-K	September 27, 2013	001-15543
3.2	Certificate of Decrease of Series A Convertible Preferred Stock.		10-Q	May 16, 2022	001-15543
3.3	Certificate of Amendment of Restated Certificate of Incorporation.		8-K	August 31, 2022	001-15543
3.4	Amended and Restated Bylaws.		8-K	September 17, 2021	001-15543
3.5	Certificate of Designation of the Rights, Powers, Preferences, Privileges, and Restrictions of the Series D Convertible Preferred Stock of Palatin Technologies, Inc.		8-K	June 13, 2025	001-15543
3.6	Certificate of Amendment to Restated Certificate of Incorporation, filed with Delaware Secretary of State on August 6, 2025		8-K	August 8, 2025	001-15543
4.1	Reference is made to Exhibits 3.1 through 3.4.				001-15543
4.2	Form of Pre-Funded Warrant.		8-K	May 8, 2025
4.3	Form of Series F Common Warrant		8-K	May 8, 2025	001-15543
4.4	Form of Series G Common Warrant		8-K	May 8, 2025	001-15543
4.5	Form of Series H Common Warrant		8-K	May 8, 2025	001-15543
4.6	Form of Series I Common Warrant		8-K	June 13, 2025	001-15543
4.7	Form of Pre-Funded Warrant		X	October 1, 2025	333-290641
4.8	Form of Series J Common Warrant		X	October 1, 2025	333-290641
4.9	Form of Series K Common Warrant		X	October 1, 2025	333-290641
4.10	Form of Underwriter Warrant to Purchase Common Stock		S-1	October 1, 2025	333-290641
5.1	Opinion of Thompson Hine LLP.	X
10.1†	1996 Stock Option Plan, as amended.		10-K	September 28, 2009	001-15543
10.2†	Form of Option Certificate (Incentive Option) Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.3†	Form of Incentive Stock Option Agreement-Standard Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.4†	Form of Option Certificate (Non-Qualified Opinion) Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.5†	Form of Non-Qualified Stock Option Agreement Under the 2005 Stock Plan.		8-K	September 21, 2005	001-15543
10.6†	2007 Change in Control Severance Plan.		10-Q	February 8, 2008	001-15543
10.7†	2005 Stock Plan, as amended.		10-Q	May 15, 2009	001-15543
10.8†	Form of Executive Officer Option Certificate.		10-Q	May 14, 2008	001-15543
10.9†	Form of Amended Restricted Stock Unit Agreement.		10-Q	May 14, 2008	001-15543
10.10†	Form of Amended Option Certificate (Incentive Option) Under the 2005 Stock Plan.		10-Q	May 14, 2008	001-15543
10.11†	2011 Stock Incentive Plan, as amended, restated and adopted by the stockholders on June 20, 2023.		10-K	September 28, 2023	001-15543
10.12†	Form of Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan.		10-Q	May 13, 2011	001-15543
10.13†	Form of Nonqualified Stock Option Agreement Under the 2011 Stock Incentive Plan.		10-Q	May 13, 2011	001-15543
10.14†	Form of Incentive Stock Option Agreement Under the 2011 Stock Incentive Plan.		10-Q	May 13, 2011	001-15543
10.15†	Amended Form of Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan.		10-Q	February 12, 2016	001-15543
10.16†	Amended Form of Performance-Based Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan.		10-Q	February 12, 2016	001-15543
10.17†	Amended Form of Restricted Share Unit Agreement for Non-Employee Directors Under the 2011 Stock Incentive Plan.		10-Q	February 12, 2016	001-15543
10.18	Amended and Restated Venture Loan and Security Agreement, dated July 2, 2015, by and between Palatin Technologies, Inc. and Horizon Technology Finance Corporation, Fortress Credit Co LLC, Horizon Credit II LLC and Fortress Credit Opportunities V CLO Limited.		8-K	July 7, 2015	001-15543
10.19††	License Agreement, dated January 8, 2017, by and between AMAG Pharmaceuticals, Inc. and Palatin Technologies, Inc.		10-Q	February 10, 2017	001-15543

10.218††	License Agreement, dated September 6, 2017, by and between Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd. and Palatin Technologies, Inc.	10-Q	November 13, 2017	001-15543
10.21††	Employment Agreement, effective as of July 1, 2022, between Carl Spana and Palatin Technologies, Inc.	8-K	June 24, 2022	001-15543
10.22†	Employment Agreement, effective as of July 1, 2022, between Stephen T. Wills and Palatin Technologies, Inc.	8-K	June 24, 2022	001-15543
10.23†	Termination Agreement, dated July 24, 2020, between AMAG Pharmaceuticals, Inc. and Palatin Technologies, Inc.	8-K	July 27, 2020	001-15543
10.24	Manufacturing Services Agreement, dated as of June 1, 2019, by and between Lonza Ltd. and Palatin Technologies, Inc. (as assignee of AMAG Pharmaceuticals, Inc.).	10-K	September 25, 2020	001-15543
10.25†††	Supply Agreement, dated as of December 20, 2018, by and between Ypsomed AG and Palatin Technologies, Inc. (as assignee of AMAG Pharmaceuticals, Inc.).	10-K	September 25, 2020	001-15543
10.26	Equity Distribution Agreement, dated April 12, 2023, between Canaccord Genuity LLC and Palatin Technologies, Inc.	8-K	April 12, 2023	001-15543
10.27	Form of Securities Purchase Agreement, dated October 20, 2023, between Palatin Technologies, Inc. and the Purchasers named therein.	8-K	October 24, 2023	001-15543
10.28	Form of Pre-Funded Common Stock Purchase Warrant.	8-K	October 24, 2023	001-15543
10.29	Form of Common Stock Purchase Warrant, dated October 24, 2023.	8-K	October 24, 2023	001-15543
10.30	Form of Placement Agent Common Stock Purchase Warrant, dated October 24, 2023.	8-K	October 24, 2023	001-15543
10.31	Form of Securities Purchase Agreement, dated January 29, 2024, by and between Palatin Technologies, Inc. and the Purchasers named therein.	8-K	February 1, 2024	001-15543
10.32	Form of Common Stock Purchase Warrant, dated February 1, 2024.	8-K	February 1, 2024	001-15543
10.33	Form of Placement Agent Common Stock Purchase Warrant, dated February 1, 2024.	8-K	February 1, 2024	001-15543
10.34	Form of January 24, 2024 Amendment to the Placement Agent Warrants issued on November 2, 2022 and October 24, 2023.	10-Q	February 14, 2024	001-15543
10.35	Form of January 24, 2024 Amendment to the Private Warrants issued to the Investor of November 2, 2022 and October 24, 2023.	10-Q	February 14, 2024	001-15543
10.36	Asset Purchase Agreement entered into December 19, 2023, between the Company and Cosette Pharmaceuticals, Inc.	10-Q	February 14, 2024	001-15543
10.37	Inducement Letter, dated June 20, 2024.	8-K	June 21, 2024	001-15543
10.38	Form of Series A Common Stock Purchase Warrant, dated June 24, 2024.	8-K	June 21, 2024	001-15543
10.39	Form of Series B Common Stock Purchase Warrant, dated June 24, 2024.	8-K	June 21, 2024	001-15543
10.40	Inducement Letter, dated December 13, 2024.	8-K	December 16, 2024	001-15543
10.41	Form of Series C Common Stock Purchase Warrant, dated December 17, 2024.	8-K	December 16, 2024	001-15543
10.42	Form of Series D Common Stock Purchase Warrant, dated December 17, 2024.	8-K	December 16, 2024	001-15543
10.43	Form of Securities Purchase Agreement, dated February 6, 2025, by and between the Company and the Purchasers named therein.	8-K	February 10, 2025	001-15543
10.44	Placement Agency Agreement, dated February 6, 2025, between the Company, A.G.P./Alliance Global Partners, and Laidlaw & Company (UK) Ltd.	8-K	February 10, 2025	001-15543
10.45	Form of Pre-Funded Common Stock Purchase Warrant, issued on or about February 10, 2025	8-K	February 10, 2025	001-15543
10.46	Form of Series E Common Stock Purchase Warrant, issued on or about February 10, 2025	8-K	February 10, 2025	001-15543
10.47	Common Stock Sales Agreement, dated as of February 11, 2025, by and between the Company and A.G.P./Alliance Global Partners.	8-K	February 12, 2025	001-15543
10.48	Form of Securities Purchase Agreement, by and between the Company and the Purchasers named therein.	8-K	May 8, 2025	001-15543
10.49	Form of Placement Agency Agreement, between the Company, A.G.P./Alliance Global Partners, and Laidlaw & Company (UK) Ltd.	8-K	May 8, 2025	001-15543
10.50	Form of Securities Purchase Agreement, dated June 10, 2025, by and between the Company and the purchasers named therein.	8-K	June 13, 2025	001-15543
21.1	Subsidiaries of the registrant.	10-K	September 23, 2025	001-155434
23.1	Consent of Thompson Hine LLP (included in Exhibit 5.1 to this Registration Statement).	X
23.2	Consent of Independent Registered Public Accounting Firm.	X
24.1	Power of Attorney (included on signature page).	S-1	October 1, 2025	333-290641
107	Filing Fee Table.

*	To be filed by amendment
†	Management contract or compensatory plan or arrangement.
††	Confidential treatment granted as to certain portions of the exhibit, which portions are omitted and filed separately with the SEC.
†††	Portions of the exhibit are omitted pursuant to Regulation S-K Item 601(b)(10). The Registrant agrees to furnish to the U.S. Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request. The confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Palatin Technologies, Inc.

By:	/s/Carl Spana
	Name:	Carl Spana, Ph.D.
	Title:	President and Chief Executive Officer

Signatures		Title

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

*		Executive Vice President, Chief Financial Officer and Chief Operating Officer
Stephen T. Wills		(Principal Financial and Accounting Officer)

*
John K.A. Prendergast		Chairman and Director

*
Alan W. Dunton		Director

*
Arlene M. Morris		Director

Name:
	(Please Print)
Address:
Phone Number: E-mail Address:	(Please Print) ______________________________________ ______________________________________
Dated: _______________ __, ______
Holder’s Signature: _____________

Holder’s Address: ______________

Warrant Shares: [•]	Issue Date: [ ], 2025
	Initial Exercise Date: [ ], 2025