PTN 8-K
Palatin Technologies Inc (PTN)
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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Registrant’s telephone number, including area code: (
| 4B Cedar Brook Drive, Cranbury, NJ 08512 |
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| (Former name or former address, if changed since last report.) |
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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:
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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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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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. ☐
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1 Palatin Technologies, Inc. (the “Company”) has received a notice from the NYSE American LLC (“NYSE American”) stating that the NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s Common Stock. NYSE American commenced delisting proceedings in connection with the foregoing determination, and trading the Company’s common stock was suspended on May 7, 2025. From May 8, 2025 through June 6, 2025, the Company’s common stock traded on the Pink Market of the OTC Markets Group under the trading symbol “PTNT”. Since June 9, 2025, the Company’s common stock has traded on the OCTQB Market of the OTC Markets Group under the trading symbol “PTNT”.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 25, 2025, Palatin Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the following: (1) election of directors (“Item 1”), (2) an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock (the “Common Stock”) at a ratio of no less than 1-for-50 and not greater than 1-for-100 (“Item 2”) (3) ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025 (“Item 3”), (4) approval of the issuance of shares of Common Stock upon exercise of certain Series B Common Stock purchase warrants (“Item 4”); (5) approval of the issuance of shares of Common Stock upon the exercise of certain Series D Common Stock purchase warrants (“Item 5”); (6) approval of the issuance of shares of Common Stock upon exercise of certain Series I Common Stock purchase warrants (“Item 6”); (7) approval of an amendment to the Company’s 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 3,000,000 shares (“Item 7”), (8) advisory approval of the frequency of future advisory votes on the compensation of our named executive officers (every year, every two years or every three years) (“Item 8”) and (9) advisory approval of the compensation of the Company’s named executive officers for the fiscal year ended June 30, 2024 (“Item 9”).
As of June 20, 2025 (the “Record Date”), the total number of votes entitled to be cast at the Annual Meeting was 49,583,231, consisting of (i) 46,479,861 shares of Common Stock or equivalents thereof, each share entitled to one vote, (ii) 4,030 shares of Series A Preferred Stock, each share entitled to approximately 3.09 votes, representing an aggregate of 12,462 votes, and (iii) 3,400 shares of Series D Preferred Stock, each share entitled to approximately 909.09 votes per share, representing an aggregate of 3,090,908 votes. At the Annual Meeting, the total number of votes present in person or by proxy was 20,762,856, comprising 41.87% of the votes entitled to be cast at the Annual Meeting.
| Item 1. | Election of Directors: The stockholders elected the following four directors to serve until the next annual meeting, or until their successors are elected and qualified, by the votes set forth below: |
Nominees |
| FOR |
| WITHHELD |
| BROKER NON-VOTES |
Carl Spana, Ph.D. |
| 6,947,650 |
| 1,417,485 |
| 12,397,721 |
John K. A. Prendergast, Ph.D. |
| 6,997,478 |
| 1,367,657 |
| 12,397,721 |
Alan W. Dunton, M.D. |
| 7,001,861 |
| 1,363,274 |
| 12,397,721 |
Arlene M. Morris |
| 6,999,016 |
| 1,366,119 |
| 12,397,721 |
| Item 2. | To approve an amendment of the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of no less than 1-for-50 and not greater than 1-for-100. The stockholders ratified the amendment as set forth below, with the exact ratio of the split to be determined by the Board of Directors in its sole discretion: |
FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
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12,442,489 |
| 8,230,553 |
| 109,814 |
| — |
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| Item 3. | To ratify the appointment of KPMG LLP as Palatin’s independent registered public accounting firm for the fiscal year ending June 30, 2025. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2025, by the votes set forth below: |
FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
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19,422,097 |
| 1,198,220 |
| 142,538 |
| — |
2 |
| Item 4. | To approve the issuance of shares of common stock upon the exercise of certain Series B Common Stock purchase warrants. The stockholders approved the issuance of common stock upon the exercise of Series B Common Stock purchase warrants by the vote set forth below: |
FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
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5,213,886 |
| 3,052,193 |
| 99,056 |
| 12,397,721 |
| Item 5. | To approve the issuance of shares of common stock upon the exercise of certain Series D Common Stock purchase warrants. The stockholders approved the issuance of common stock upon the exercise of Series B Common Stock purchase warrants by the vote set forth below: |
FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
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5,238,998 |
| 3,032,462 |
| 93,675 |
| 12,397,721 |
| Item 6. | To approve the issuance of shares of common stock upon the exercise of certain Series I Common Stock purchase warrants. The stockholders approved the issuance of common stock upon the exercise of Series I Common Stock purchase warrants by the vote set forth below: |
FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
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5,240,380 |
| 3,031,054 |
| 93,701 |
| 12,397,721 |
| Item 7. | To approve an amendment to our 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 3,000,000 shares. The stockholders approved the amendment to the Company’s 2011 Stock Incentive Plan to increase the number of shares available for equity awards by 3,000,000 shares, by the votes set forth below: |
FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
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4,910,514 |
| 3,188,039 |
| 266,582 |
| 12,397,721 |
| Item 8. | To approve, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers. The stockholders voted to advise the Company that the frequency of future advisory votes on the compensation of our named executive officers should be every year: |
ONE YEAR |
| 2 YEARS |
| 3 YEARS |
| ABSTAIN |
| BROKER NON-VOTES |
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7,306,473 |
| 231,949 |
| 490,141 |
| 336,572 |
| 12,397,721 |
| Item 9. | To approve, on an advisory, non-binding basis, the compensation of our named executive officers for the fiscal year ended June 30, 2024. The stockholders voted to advise the Company that they approve the compensation of the Company’s named executive officers, by the votes set forth below: |
FOR |
| AGAINST |
| ABSTAIN |
| BROKER NON-VOTES |
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6,236,240 |
| 1,819,231 |
| 309,664 |
| 12,397,721 |
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
| Description |
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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: July 29, 2025 |
| PALATIN TECHNOLOGIES, INC. |
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| /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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