Palatin Technologies Inc 8-K, filed Aug 31, 2022
Palatin Technologies Inc (PTN)
About this 8-K
Palatin Technologies Inc filed this 8-K on August 31, 2022, reporting on events of August 30, 2022.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934
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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).
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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 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 29, 2022, Palatin Technologies, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) for a 1-for-25 reverse split of its issued and outstanding common stock (the "Reverse Stock Split") with the Delaware Secretary of State. The Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on August 30, 2022 (the "Effective Date"), and the Company's common stock will begin trading on a split-adjusted basis when the market opens on August 31, 2022. The Company’s common stock will continue to trade on the NYSE American stock exchange under the existing symbol “PTN”, but the security has been assigned a new CUSIP number (696077502). Proportional adjustments were made to the number of shares of common stock reserved for issuance under the Company’s 2011 Stock Incentive Plan, upon conversion of convertible preferred stock, and the number of shares of common stock subject to outstanding equity awards and warrants, as well as the applicable exercise price.
The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive a fractional share will instead be entitled to receive cash (rounded down to the nearest cent, without interest and subject to applicable withholding taxes) in lieu of such fractional share from the Company's transfer agent, American Stock Transfer & Trust Company, LLC, in an amount equal to the product obtained by multiplying (a) the average closing price per share of the Company's common stock as reported on NYSE American for the five trading days prior to the Effective Date, by (b) the number of shares of common stock outstanding immediately prior to the Effective Date that were converted into fractional shares. Holders of the Company's common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split. Stockholders of record will be receiving information from the Company's transfer agent regarding their common stock ownership post-Reverse Stock Split.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 8.01 Other Events.
As a results of the Reverse Stock Split, there are approximately 9,280,000 shares of the Company’s common stock issued and outstanding as of August 31, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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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 hereunto duly authorized.
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Date: August 31, 2022 | By: | /s/ Stephen T. Wills |
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| Stephen T. Wills, CPA, MST |
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| Executive Vice President, Chief Financial Officer and Chief Operating Officer |
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EXHIBIT INDEX
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
PALATIN TECHNOLOGIES, INC.
Palatin Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: The name of the corporation (hereinafter called the “Corporation”) is Palatin Technologies, Inc.
SECOND: The date of filing of the Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was November 21, 1986 under the name Cinedco, Inc. A Restated Certificate of Incorporation was filed on November 1, 1993 which contained a change of the name of the corporation to Interfilm, Inc. Thereafter, a Certificate of Amendment was filed on July 19, 1996, which changed the name of the Corporation to Palatin Technologies, Inc., a Certificate of Amendment was filed on September 5, 1997, a Certificate of Amendment was filed on May 4, 2005, a Certificate of Amendment was filed on July 23, 2010, a Certificate of Amendment was filed on September 24, 2010, a Certificate of Amendment was filed on May 12, 2011, a Certificate of Amendment was filed on September 27, 2012, and a Certificate of Amendment was filed on June 27, 2013.
THIRD: That at a meeting of the board of directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Restated Certificate of Incorporation, as amended, of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof.
FOURTH: That this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the board of directors and stockholders of the Corporation.
FIFTH: That upon the effectiveness of this Certificate of Amendment, Section 1 of the Article thereof numbered “IV” of the Restated Certificate of Incorporation, as amended, is hereby amended such that, as amended, said Section 1 shall read in its entirety as follows:
Section 1. Authorized Capital Stock. The Corporation shall be authorized to issue two classes of shares of capital stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of capital stock which the Corporation shall have the authority to issue is 310,000,000, comprised of 300,000,000 shares of Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value $0.01 per share.
Immediately upon the filing with the Secretary of State of the State of Delaware and effectiveness of the Certificate of Amendment of the Corporation providing for the reclassification set forth in this sentence, each twenty-five shares of Common Stock, par value $0.01 per share, of the Corporation issued and outstanding or held by the Corporation in treasury immediately prior to such time shall be reclassified into one (1) fully-paid and nonassessable share of Common Stock, par value $0.01 per share, of the Corporation (the “Reverse Stock Split”). Notwithstanding the foregoing, no fractional shares shall be issued in the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable in the Reverse Stock Split to a given holder (or, with respect to any shares held of record by a bank, broker or other nominee, to a given beneficial owner of such shares) shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would otherwise result in the issuance of a fraction of a share of Common Stock to any such holder or beneficial owner, as the case may be, the Corporation shall, in lieu of issuing any such fractional share, pay the holder otherwise entitled to such fractional share a sum in cash equal to (i) the average closing price of the Common Stock for the five trading days immediately preceding the effective date of the Reverse Stock Split, multiplied by (ii) the number of shares of Common Stock outstanding immediately prior the effectiveness of the Reverse Stock Split that were reclassified into such fractional share pursuant to the Reverse Stock Split. Following the effectiveness of the Reverse Stock Split, certificates representing shares of Common Stock immediately prior to the effectiveness of the Reverse Stock Split shall thereafter represent the number of whole shares of Common Stock into which such shares have been reclassified pursuant to the Reverse Stock Split (as well as the right to receive any applicable payment of cash in lieu of fractional shares of Common Stock as provided for herein); provided, however, that each holder of record of a stock certificate or certificates that represents shares of Common Stock immediately prior to the Effective Time shall be entitled to receive, upon surrender of such certificate or certificates, a new certificate evidencing the number of whole shares of Common Stock to which such person is entitled pursuant to this paragraph (as well as any applicable payment of cash in lieu of fractional shares of Common Stock as provided for herein).
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This Certificate of Amendment shall become effective at 5:00 p.m. (Eastern Time) on August 30, 2022.
IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 26th day of August, 2022.
| PALATIN TECHNOLOGIES, INC. | |||
| By: | /s/ Stephen T. Wills | ||
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| Name: | Stephen T. Wills | |
| Title: | Executive Vice President, Chief | ||
| Financial Officer and Chief Operating Officer | |||