8-K

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): November 12, 2025

PALATIN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware	001-15543	95-4078884
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(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>Identification No.)
103 Carnegie Center Drive, Suite 300, Princeton, NJ	08512
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(609) 495-2200

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:

☐	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:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PTN	NYSE American

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 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. ☐

Item 8.01 Other Events.

On November 12, 2025, Palatin Technologies, Inc., a Delaware corporation (the “Company”), closed on the exercise of the over-allotment option by A.G.P./Alliance Global Partners and Laidlaw & Company (UK) Ltd. (the “Underwriters”), in connection with the Company’s firm commitment public offering (the “Offering”), pursuant to which the Underwriters purchased and exercised, as applicable, an aggregate of (i) 280,615 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at an offering price per share of $6.50, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 84,000 shares of Common Stock at an offering price per share of $6.50 (the “Pre-Funded Warrant Shares”), (iii) accompanying Series J common stock purchase warrants (the “Series J Warrants”) to purchase up to 364,615 shares of Common Stock with an exercise price per share of $6.50 (the “Series J Warrant Shares”), and (iv) accompanying Series K common stock purchase warrants (the “Series K Warrants”) to purchase up to 364,615 shares with an exercise price per share of $8.125 (the “Series K Warrant Shares”), resulting in additional gross proceeds of approximately $2.37 million, before deducting underwriting fees and other estimated offering expenses payable by the Company. After giving effect to the exercise of the over-allotment option, the gross proceeds from the Offering increased to approximately $18.2 million. The Shares, Pre-Funded Warrants, Pre- Funded Warrant Shares, Series J Warrants, Series J Warrant Shares, Series K Warrants, and Series K Warrant Shares are referred to collectively as the “Securities.”

A copy of the opinion of Thompson Hine LLP relating to the legality of the Securities offered by the Company upon exercise of the Underwriters’ over-allotment option is attached as Exhibit 5.1 hereto.

The Company issued a press release on November 12, 2025 announcing the sale of the Securities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
5.1	Opinion of Thompson Hine LLP, dated November 12, 2025.
99.1	Press Release, dated November 12, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.

Date: November 12, 2025	PALATIN TECHNOLOGIES, INC.
	/s/ Stephen T. Wills
	Stephen T. Wills, CPA, MST
	Executive Vice President, Chief Financial<br><br>Officer and Chief Operating Officer
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ptn_ex51.htm EXHIBIT 5.1

November 12, 2025

Palatin Technologies, Inc.

11 Deer Park Drive, Suite 204

Monmouth Junction, NJ 08512

Ladies and Gentlemen:

We have acted as counsel to Palatin Technologies, Inc., a Delaware corporation (the “Company”), in connection with the exercise of the over-allotment option (the “Option”) by A.G.P./Alliance Global Partners and Laidlaw & Company (UK) Ltd. (the “Underwriters”), in connection with the Company’s firm commitment public offering (the “Offering”) pursuant to that certain underwriting agreement, dated November 5, 2025, by and among the Company and the Underwriters (the “Agreement”). Upon exercise of the Option, the Underwriters purchased and exercised, as applicable, an aggregate of (i) 280,615 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at an offering price per share of $6.50, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 84,000 shares of Common Stock at an offering price per share of $6.50 (the “Pre-Funded Warrant Shares”), (iii) Series J common stock purchase warrants (the “Series J Warrants”) to purchase up to 364,615 shares of Common Stock at an offering price per share of $6.50 (the “Series J Warrant Shares”), and (iv) Series K common stock purchase warrants (the “Series K Warrants”) to purchase up to 364,615 shares at an offering price per share of $8.125 (the “Series K Warrant Shares”). The Shares, Pre-Funded Warrants, Pre-Funded Warrant Shares, Series J Warrants, Series J Warrant Shares, Series K Warrants, and Series K Warrant Shares are collectively referred to as the “Securities.” The issuance of the Securities is registered pursuant to the Registration Statement on Form S-1, as amended (File No. 333-290641), originally filed with the U.S. Securities and Exchange Commission (the “Commission”), on October 1, 2025 which became effective automatically in accordance with Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”) on November 5, 2025, including the preliminary prospectus dated October 17, 2025 (the “Preliminary Prospectus”), and the related final prospectus dated as of November 5, 2025, including the documents incorporated by reference therein, as filed with the Commission pursuant to Rule 424(b)(4) under the Securities Act (the “Prospectus”), contained therein (the “Registration Statement”).

In rendering this opinion letter, we have examined the Registration Statement, Preliminary Prospectus, Prospectus, Pre-Funded Warrants, Series J Warrants, Series K Warrants, Agreement, and such other documents and reviewed such questions of law as we have deemed advisable in order to render our opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, that all parties (other than the Company) had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that all such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties, that such agreements or instruments are valid, binding and enforceable obligations of such parties, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In providing this opinion letter, we have further relied as to certain matters on information obtained from public officials and officers of the Company.

November 12, 2025

Page 2

As a result of and subject to the foregoing, we are of the opinion that (1) the Shares, when issued and delivered pursuant to the terms of the Agreement against payment of the consideration therefor as provided in the Agreement, will be validly issued, fully paid and non-assessable, (2) the Pre-Funded Warrants, when issued and delivered pursuant to the terms of the Agreement against payment of the consideration therefor as provided in the Agreement, will constitute valid and binding obligations of the Company, (3) the Pre-Funded Warrant Shares, when issued upon exercise of the Pre-Funded Warrants pursuant to the terms of the Pre-Funded Warrants against payment of the exercise price therefor as provided in the Pre-Funded Warrants, will be validly issued, fully paid and non-assessable, (4) the Series J Warrants, when issued and delivered pursuant to the terms of the Agreement against payment of the consideration therefor as provided in the Agreement, will constitute valid and binding obligations of the Company, (5) the Series J Warrant Shares, when issued upon exercise of the Series J Warrants pursuant to the terms of the Series J Warrants against payment of the exercise price therefor as provided in the Series J Warrants, will be validly issued, fully paid and non-assessable, (6) the Series K Warrants, when issued and delivered pursuant to the terms of the Agreement against payment of the consideration therefor provided in the Agreement, will constitute valid and binding obligations of the Company, and (7) the Series K Warrant Shares, when issued upon exercise of the Series K Warrants pursuant to the terms of the Series K Warrants, will be validly issued, fully paid and non-assessable.

Our opinion expressed above is limited to the General Corporation Laws of the State of Delaware and laws of the State of New York, in each case as currently in effect, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

This opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Securities, the Registration Statement, Preliminary Prospectus, or the Prospectus.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to being named under the caption “Legal Matters” contained in the Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours, <br><br> <br>/s/ Thompson Hine LLP<br> <br><br> <br>Thompson Hine LLP

ptn_ex991.htm EXHIBIT 99.1

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Palatin Technologies Announces Closing of Upsized $18.2 Million Public Offering with the Full Exercise of the Underwriters’ Over-Allotment Option

Trading of Palatin’s common shares resumed trading on NYSE today, November 12, 2025, under the symbol “PTN”

PRINCETON, NJ – November 12, 2025 /PRNewswire/ – Palatin Technologies, Inc. (NYSE American: PTN) ("Palatin" or the "Company"), a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor system, today announced the closing of its previously announced underwritten public offering of 2,795,384 shares of its common stock (or pre-funded warrants in lieu thereof), which included the full exercise of the underwriters’ option to purchase 364,615 additional shares of common stock (or pre-funded warrants in lieu thereof).

The offering was led by healthcare-focused, high-quality institutional investors and included participation from the Company’s Chief Executive Officer, Chief Financial Officer/Chief Operating Officer and certain board members and included an aggregate of 2,795,384 shares of common stock (or pre-funded warrants in lieu thereof) of the Company, together with Series J warrants to purchase up to 2,795,384 shares of common stock (or pre-funded warrants in lieu thereof), (the “Series J Warrants”), and Series K warrants to purchase up to 2,795,384 shares of common stock (or pre-funded warrants in lieu thereof), (the “Series K Warrants”), at a combined public offering price of $6.50 per share of common stock and accompanying Series J Warrants and Series K Warrants (the “Offering”).

The gross proceeds from the Offering, before deducting the underwriting discounts and commissions and offering expenses, were approximately $18.2 million, including proceeds from the full exercise of the underwriters’ over-allotment option. The Company may receive additional proceeds of up to $18.2 million upon the cash exercise of the milestone related Series J Warrants, however, there is no guarantee that such warrants will be exercised and accordingly that the Company will receive any proceeds from the exercise thereof.

The Company intends to use the net proceeds from the Offering to support the development of its obesity program and for working capital and general corporate purposes.

The closing of the Offering resulted in the Company regaining compliance with NYSE American continued listing standard under Section 1003(a)(iii) of the NYSE American Company Guide (the “Stockholders’ Equity Rule”) and all applicable requirements for continued listing on NYSE American. Effective November 12, 2025, the Company’s common stock resumed trading on the NYSE American exchange under the symbol “PTN” and CUSIP “696077601”.

A.G.P./Alliance Global Partners (“A.G.P.”) acted as the representative of the two underwriters for the Offering, whereby A.G.P. served as sole book-running manager and Laidlaw & Company (UK) Ltd. as lead manager in connection with the Offering.

A registration statement on Form S-1, as amended (File No. 333-290641), relating to the Offering was filed with the U.S. Securities and Exchange Commission and became automatically effective on November 5, 2025, pursuant to Section 8(a) of the Securities Act of 1933, as amended (the “Securities Act”). The Offering was being made only by means of a prospectus forming part of the effective registration statement relating to the Offering. The final prospectus relating to the Offering has been filed with the SEC on Monday, November 10, 2025. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting A.G.P./Alliance Global Partners at 590 Madison Avenue, 28th Floor, New York, NY 10022, by phone at (212) 624-2060 or e-mail at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Palatin

Palatin is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin 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 more information, visit the company’s website at www.palatin.com and follow us on X (formally Twitter) @PalatinTech.

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Forward Looking Statements

Statements in this press release that are not historical facts, including statements related to the potential exercise of the milestone related Series J Warrants, which may never occur, the additional gross proceeds to the Company of $18.2 million, and the intended use of proceeds from the Offering  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. Forward-looking statements reflect the Company's current views with respect to future events and are based on assumptions and subject to known and unknown risks and uncertainties, which change over time, and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, without limitation, potential consequences as a result of the Company’s reliance on Section 8(a) of the Securities Act due to the shutdown of the federal government, market and other conditions; the anticipated use of proceeds from the Offering; 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 SEC. All forward-looking statements included in this press release are made only as of the date of this press release. The Company assumes no obligation to update any written or oral forward-looking statement, whether as a result of new information, future events or otherwise unless required by law.

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 |

Palatin Technologies^®^ is a registered trademark of Palatin Technologies, Inc.

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