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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): May 18, 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 |
|
08540 |
| (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 3.01. |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
May 18, 2026, Palatin Technologies, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, provided
notice to the NYSE American LLC (the “NYSE”) that it intends to voluntarily withdraw the listing of its common stock, par
value $0.01 per share (the “common stock”), from the NYSE and transfer the listing of its common stock to the Nasdaq Capital
Market (the “Nasdaq”). The Nasdaq has approved such listing. The Company expects the listing and trading of its common stock
on the NYSE to cease at the close of trading on May 28, 2026. The Company expects the common stock to begin trading on the Nasdaq on
May 29, 2026. The common stock will continue to trade under the symbol “PTN”.
| Item 7.01. |
Regulation
FD Disclosure. |
The
Company issued a press release on May 18, 2026 announcing the transfer of the listing of its common stock from the NYSE to Nasdaq. The
press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The
information in Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by
specific reference in such a filing.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated May 18, 2026. |
| 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:
May 18, 2026 |
PALATIN
TECHNOLOGIES, INC. |
| |
|
| |
/s/
Stephen T. Wills |
| |
Stephen
T. Wills, CPA, MST |
| |
Executive
Vice President, Chief Financial
Officer
and Chief Operating Officer |
Exhibit
99.1
Palatin
to Begin Trading on Nasdaq Stock Exchange
PRINCETON,
NJ – May 18, 2026 /PRNewswire/ – Palatin Technologies, Inc. (NYSE American: PTN), a biopharmaceutical company focused on
the discovery and development of novel therapeutics targeting the melanocortin receptor system, today announced that its common stock
has been approved for listing on the Nasdaq Capital Market and that the Company will transfer its stock exchange listing to Nasdaq from
the NYSE American.
The
Company expects to begin trading as a Nasdaq-listed company on May 29, 2026, and will continue to trade under the symbol “PTN.”
Palatin’s common stock will continue to trade on the NYSE American until the market close on May 28, 2026.
“We
are pleased to announce our listing on the Nasdaq Capital Market and to join a community of leading biotechnology companies,” said
Carl Spana, Ph.D., President and Chief Executive Officer of Palatin Technologies. “We believe the move to Nasdaq will improve the
visibility of our common stock, enhance trading liquidity in our shares, and provide us with greater exposure to institutional investors.”
Palatin
is advancing selective MC4R-based obesity programs targeting rare obesity disorders linked to the MC4R pathway, including hypothalamic
obesity, Prader-Willi syndrome, and Bardet-Biedl syndrome, with a focus on improved tolerability and long-term use. The Company’s
once-weekly injectable MC4R selective peptide agonist program is on track for an IND submission in the fourth quarter of calendar 2026,
and its oral MC4R selective agonist program continues to advance, with a next-generation oral candidate targeted for IND submission in
the first half of calendar 2027. Palatin’s development strategy is focused on advancing potential best-in-class MC4R candidates
designed to enhance potency, improve tolerability, reduce off-target effects, including those associated with hyperpigmentation, and
support safe and effective long-term use.
No
action is required by existing stockholders with respect to the transfer of the Company’s listing.
About
Palatin
Palatin
is a biopharmaceutical company developing medicines that target the melanocortin receptor system 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 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, formerly Twitter, @PalatinTech.
-More-
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 commencement of trading of Palatin’s common stock on the Nasdaq Capital Market. Palatin products in development,
clinical trial results, potential actions by regulatory agencies, regulatory plans, development programs, proposed indications for product
candidates, and market potential for product candidates 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. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause Palatin’s actual results
to be materially different from its historical results or from any results expressed or implied by such forward-looking statements. Palatin’s
actual results may differ materially from those discussed in the forward-looking statements for reasons including, but not limited to,
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 Securities and Exchange Commission. Palatin is not responsible for updating events that occur after the date of this press release.
| Investor
Inquiries: |
|
Media
Inquiries: |
| |
|
|
| Stephen
T. Wills, CPA, MST |
|
Paul
Arndt, MBA, LifeSci Advisors, LLC |
| Chief
Financial Officer/Chief Operating Officer |
|
Managing
Director |
| Tel:
(609) 495-2200 / Info@palatin.com |
|
Tel:
(646) 597-6992 / Paul@LifeSciAdvisors.com |
Palatin
Technologies® is a registered trademark of Palatin Technologies, Inc.
###