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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 28, 2026
| PALATIN
TECHNOLOGIES, INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
001-15543 |
|
95-4078884 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
301
Carnegie Center Drive, Suite 304
Princeton,
NJ |
|
08512 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (609) 495-2200
(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:
| ☐ |
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 |
|
The
Nasdaq Capital Market |
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
5.07 Submission of Matters to a Vote of Security Holders.
On
July 28, 2026, 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) ratification of the appointment of the Company’s
independent registered public accounting firm for the fiscal year ending June 30, 2026 (“Item 2”), (3) 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 260,000 shares (“Item 3”), and (4) advisory approval of the compensation of the Company’s named executive officers
for the fiscal year ended June 30, 2025 (“Item 4”).
As
of June 22, 2026 (the “Record Date”), the total number of votes entitled to be cast at the Annual Meeting was 1,842,625,
consisting of (i) 1,779,275 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 0.38 votes, representing an aggregate of 1,534 votes, and (iii) 3,400 shares
of Series D Preferred Stock, each share entitled to approximately 18.18 votes per share, representing an aggregate of 61,816 votes. At
the Annual Meeting, the total number of votes present in person or by proxy was 1,000,506, comprising 54.3% 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. |
|
349,772 |
|
331,047 |
|
319,687 |
| John
K. A. Prendergast, Ph.D. |
|
337,172 |
|
343,647 |
|
319,687 |
| Alan
W. Dunton, M.D. |
|
649,781 |
|
31,038 |
|
319,687 |
| Arlene
M. Morris |
|
654,056 |
|
26,763 |
|
319,687 |
| |
Item
2. |
To
ratify the appointment of KPMG LLP as Palatin’s independent registered public accounting firm for the fiscal year ending June
30, 2026. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting
firm for the fiscal year ending June 30, 2026, by the votes set forth below: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| |
|
|
|
|
|
|
| 982,584 |
|
15,833 |
|
2,089 |
|
— |
| |
Item
3. |
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 260,000 shares and make other amendments. The stockholders approved the amendment to the Company’s 2011 Stock
Incentive Plan to increase the number of shares available for equity awards by 260,000 shares, and make other amendments, by the
votes set forth below: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| |
|
|
|
|
|
|
| 650,452 |
|
28,736 |
|
1,630 |
|
319,687 |
| |
Item
4. |
To
approve, on an advisory, non-binding basis, the compensation of our named executive officers for the fiscal year ended June 30, 2025.
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 |
| |
|
|
|
|
|
|
| 649,559 |
|
28,732 |
|
2,527 |
|
319,687 |
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
August 03, 2026 |
PALATIN
TECHNOLOGIES, INC. |
| |
|
| |
/s/
Stephen T. Wills |
| |
Stephen
T. Wills, CPA, MST |
| |
Executive
Vice President, Chief Financial Officer and Chief Operating Officer |
