[8-K] Palatin Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

On 25 Jul 2025 Palatin Technologies (PTN) filed an 8-K outlining results of its annual shareholder meeting and recent listing developments.

• Listing status: NYSE American suspended PTN on 7 May 2025 for persistent low price and commenced delisting. Shares now trade on the OTCQB under “PTNT”.
• Reverse split authority: Holders approved a 1-for-50 to 1-for-100 reverse stock split (12.44 M FOR / 8.23 M AGAINST), giving directors discretion to set the final ratio—an essential step toward regaining minimum-price compliance on a national exchange.
• Governance & capital actions: Four directors were re-elected; turnout was 41.9 % of eligible votes. Shareholders authorized the issuance of common shares upon exercise of Series B, D and I warrants (~5.2 M FOR vs ~3.0 M AGAINST each) and added 3 M shares to the 2011 Stock Incentive Plan.
• Audit & advisory matters: KPMG LLP retained as auditor (19.42 M FOR). Investors opted for an annual say-on-pay vote and endorsed FY-2024 executive compensation.

No revenue, earnings or cash-flow data were provided.

Positive

• Shareholders authorized a 1-for-50–100 reverse split, giving management flexibility to pursue relisting on a national exchange.
• Warrant share issuances and plan expansion were approved, providing capital-raising and incentive tools.
• KPMG LLP was ratified as auditor, maintaining continuity with a Big-4 firm.

Negative

• NYSE American has commenced delisting; trading now relegated to OTCQB, reducing liquidity and investor visibility.
• Extremely high reverse-split ratio (up to 1-for-100) highlights a severely depressed share price.
• Low shareholder engagement (41.9 % of votes represented) may signal apathy or confidence erosion.
• Potential dilution risk from approved warrant conversions and additional 3 M incentive shares.

Insights

Financial Analyst

TL;DR: Reverse split approved; delisting already in effect—neutral near-term, but dilution and liquidity risks persist.

Shareholder backing for a 1-for-50–100 reverse split gives management the mechanical tool needed to raise PTNT’s quoted share price should it seek to re-list on NYSE American or Nasdaq. However, support was only 59 % of votes cast, and overall participation was low (41.9 % of voting power), signalling limited investor enthusiasm. Approval of warrant share issuances and a larger equity incentive pool increases potential dilution at a time when the company’s market price is already distressed. The filing contains no operational or financial updates—investors still lack clarity on fundamentals. Net impact: largely neutral until management executes the split and outlines a relisting strategy.

Corporate Governance Expert

TL;DR: Governance measures passed, but low turnout and prior delisting reflect reputational weakness.

All proposals were approved, demonstrating board control, yet only ~42 % of voting rights were represented—well below best-practice participation levels. The wide range in reverse-split ratio (1-50 to 1-100) grants broad discretion, potentially undermining minority protections. Continued OTC trading and high potential dilution from warrants and plan shares heighten governance risk. Advisory votes favored annual say-on-pay and supported compensation, indicating limited but existent shareholder oversight. Overall impact: mixed; formal approvals secured, yet structural concerns remain.

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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 25, 2025

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.)

11 Deer Park Drive, Suite 204, Monmouth Junction, NJ		08512
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 495-2200

4B Cedar Brook Drive, Cranbury, NJ  08512

(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		PTN1		NYSEAmerican

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. ☐

____________________

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
12,442,489		8,230,553		109,814		—

\

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
19,422,097		1,198,220		142,538		—

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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
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
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
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
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
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
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
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.
		/s/ Stephen T. Wills
		Stephen T. Wills, CPA, MST
		Executive Vice President, Chief Financial Officer and Chief Operating Officer

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FAQ

Why was Palatin Technologies (PTN) delisted from NYSE American?

NYSE American determined PTN’s stock price was too low under Section 1003(f)(v); trading was suspended on 7 May 2025.

Where does PTN trade now?

Since 9 Jun 2025, the common stock has traded on the OTCQB under the symbol “PTNT”.

What reverse stock split ratio did shareholders approve?

Investors authorized a split between 1-for-50 and 1-for-100; the board will choose the exact ratio.

Did shareholders approve issuing shares for outstanding warrants?

Yes, issuance for Series B, D, and I warrants was approved (~5.2 M votes FOR vs ~3.0 M AGAINST each).

Was the auditor changed?

No. KPMG LLP was ratified as independent auditor for FY 2025 with 19.42 M votes FOR.

How often will PTN hold say-on-pay votes?

Shareholders chose an annual frequency (7.31 M votes).