PTN 8-K
Palatin Technologies Inc (PTN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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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Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 10, 2025, Palatin Technologies, Inc. (the “Company”) received written notification from NYSE American LLC (“NYSE American” or the “Exchange”) stating that the NYSE Regulation has determined to commence proceedings to delist the Company’s common stock, par value $0.01 per share (the “Common Stock”) from NYSE American. NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1009(a) of the NYSE American Company Guide (the “Company Guide”) as the Company was unable to demonstrate that it had regained compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide by the end of the maximum 18-month compliance plan period, which expired on April 10, 2025.
The Company intends to exercise its right to appeal the NYSE Regulation’s determination.
The Company has been advised that the Common Stock will continue to be listed and traded on NYSE American during the pendency of the Company’s appeal, subject to NYSE American's discretion to suspend trading if it believes suspension to be in the public interest. Following the appeal, the decision of the committee of the Board of Directors of the Exchange hearing the appeal will be announced by NYSE Regulation regarding either proceeding with suspension and delisting or continued trading in the Common Stock.
Item 8.01 | Other Events. |
On April 10, 2025, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including the trading in the Company’s Common Stock on the NYSE American and the Company’s ability to appeal the delisting of the Common Stock by NYSE American. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the Securities and Exchange Commission. All of the forward-looking statements in this Current Report on Form 8-K are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.
Item 9.01 | Financial Statements and 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.
Date: April 10, 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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EXHIBIT 99.1
Palatin Technologies, Inc. Announces Receipt of NYSE American Notice of
Delisting and Intention to Appeal
CRANBURY, NJ – April 10, 2025/PRNewswire/ – Palatin Technologies, Inc. (the “Company”) (NYSE American:PTN), a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor system, announced today that on April 10, 2024, NYSE American LLC (“NYSE American”) publicly announced and provided a notice to the Company that NYSE Regulation has determined to commence proceedings to delist the Company’s common stock (the “Common Stock”) from NYSE American. NYSE Regulation has determined the Company is no longer suitable for listing pursuant to Section 1009(a) of the NYSE American Company Guide as the Company was unable to demonstrate that it had regained compliance with Sections 1003(a)(i), (ii) and (iii), related to stockholders’ equity requirements, by the end of the maximum 18-month compliance plan period, which expired on April 10, 2025.
The Company has a right to a review of the NYSE Regulation determination to delist the Common Stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange (the “Panel”). The Company’s request for such a review must be made by April 25, 2025. The Company intends to appeal such determination to delist the Common Stock. The Company expects the Common Stock to continue to trade on NYSE American during the appeal process.
Following such appeal, a decision by the Panel will be made and announced by NYSE American regarding either proceeding with suspension and delisting or continued trading in the Common Stock. The Company is working diligently to regain compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide. However, there can be no assurance that the Company will regain compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide before any hearing occurs.
Forward-looking Statements
Statements in this press release that are not historical facts, including statements about future expectations of Palatin Technologies, Inc., such as statements about the Company’s appeal of the delisting determination or the Company’s expectation that it may be able to regain compliance, 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. The Company 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 the Company’s actual results to be materially different from its historical results or from any results expressed or implied by such forward-looking statements.
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| Stephen T. Wills, CPA, MST |
| Paul Arndt, MBA, LifeSci Advisors |
| CFO/COO (609) 495-2200 |
| Managing Director (646) 597-6992 |
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Palatin Technologies® is a registered trademark of Palatin Technologies, Inc.