Palatin Technologies Inc 8-K, filed Jul 8, 2021
Palatin Technologies Inc (PTN)
8-K
2021-07-08
For: 2021-07-08
View Original
Added on
April 06, 2026
About this 8-K
Palatin Technologies Inc filed this 8-K on July 8, 2021.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): July 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 adjourned meeting of stockholders was reconvened on
July 8, 2021, to consider and vote on 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”). As disclosed below under Item
8.01, incorporated herein by reference, upon motion the Annual
Meeting was adjourned on Proposal 3.
Item 8.01 Other Events.
At the
time of reconvening the Annual Meeting on July 8, 2021, 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. The meeting was adjourned on Proposal 3, and as
announced at the meeting, such meeting will reconvene at 9:00 a.m.
Eastern Daylight Time on August 6, 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
July 8, 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:
July 8, 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
99.1
Press
Release dated July 8, 2021.
Exhibit 99.1
Palatin Announces Adjournment of
Annual Meeting of Stockholders
●
Limited to Proposal 3, Amendment to Certificate of Incorporation to
Increase Authorized Common Stock
●
Scheduled to Reconvene August 6, 2021, 9:00 am Eastern Daylight
Time
CRANBURY,
NJ – July 8, 2021 – Palatin Technologies, Inc.
(“Palatin”) (NYSE American: PTN) announced that its
2021 Annual Meeting of Stockholders that convened on June 8, 2021
and was adjourned to July 8, 2021, has been adjourned until August
6, 2021 at 9:00 a.m. Eastern Daylight Time to allow Palatin 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.
“We have seen significant stockholder support for Proposal 3,
with 96.3 million or approximately 71% of shares voted in favor,
and 39.8 million or approximately 29% voting not to approve,”
stated Stephen T. Wills, Palatin’s chief financial officer
and chief operating officer. “However, the favorable votes
were less than the absolute majority of all outstanding shares,
which is required for approval of this proposal. With greater than a 2.4 ratio of
yes votes to no votes, we are listening to our shareholders by
adjourning this meeting to allow additional time for shareholders
to vote.”
The Board of Directors believes approval of Proposal 3 is in the
best interests of Palatin and its stockholders. Both leading
independent shareholders voting advisory groups (ISS and Glass
Lewis) have recommended that shareholders vote FOR Proposal 3.
Palatin does not have any current plans to offer any additional
stock in the foreseeable future, even if the proposal passes. The
Company needs to have access to capital to ensure it has sufficient
funds to advance its development programs and execute on its
business plan and take advantage of any strategic opportunities
that may arise, all of which that could result in an increase to
shareholder 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
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.
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 August 5, 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 August 6, 2021,
adjourned meeting with respect to Proposal 3:
●
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, August 5, 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.
●
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, August 5, 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.
●
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
August 5, 2021, to be counted. After this time, the only way to
cast a vote is at the adjourned Annual Meeting on August 6, 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.
Investor
Inquiries: Media
Inquiries:
Stephen T. Wills, CPA, MST Paul Arndt, MBA,
LifeSci Advisors
CFO/COO (609) 495-2200 Managing Director (646)
597-6992
Info@Palatin.com Paul@LifeSciAdvisors.com