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

Rhea-AI Filing Summary

Palatin Technologies completed a 1-for-50 reverse stock split approved by shareholders, effective August 8, 2025 at 5:00 p.m. ET. The action combines every 50 shares into one share while leaving the par value and other terms unchanged. Shares are expected to trade on the OTCQB on a split-adjusted basis beginning August 11, 2025 and will use the temporary ticker PTNTD for 20 trading days.

The company disclosed that NYSE American determined the common stock was no longer suitable for listing due to a low selling price and commenced delisting proceedings, with trading suspended on May 7, 2025. The stock traded on the Pink Market May 8–June 6, 2025 and has traded on the OTCQB since June 9, 2025. Fractional shares will be paid in cash based on the five-day average closing price prior to August 8, 2025.

Positive

• Shareholder approval and board authority were obtained for the 1-for-50 reverse stock split at the July 25, 2025 annual meeting
• Clear procedural disclosures: certificate of amendment filed in Delaware and cash-out method for fractional shares based on a five-day average closing price

Negative

• NYSE American determined the company was no longer suitable for listing due to a low selling price and commenced delisting proceedings
• Trading suspension on NYSE American occurred on May 7, 2025, and the company has since moved trading first to the Pink Market and then to the OTCQB
• Market-access and liquidity concerns: common stock now trades on OTC markets, which may reduce visibility and liquidity compared with NYSE American

Insights

Corporate Governance Expert

TL;DR: Shareholder-approved reverse split responds to a low-price delisting determination; procedural steps are complete but listing status remains a concern.

The company implemented a 1-for-50 reverse stock split authorized at its July 25, 2025 annual meeting and filed the certificate of amendment with Delaware. The filing and effective consolidation of shares are standard corporate governance steps to address low trading price issues and to adjust the share structure. The disclosure documents the prior NYSE American suitability determination and trading suspension, plus transitions through the Pink Market to OTCQB. Management also specified a cash-out method for fractional shares using a five-day average closing price.

Securities Analyst

TL;DR: Market-access and liquidity have been disrupted by delisting and suspension; the reverse split is a technical remedy with uncertain market effects.

The reverse split will reduce the number of outstanding shares on a 1-for-50 basis and the Company notified markets of the expected OTCQB trading adjustment and temporary ticker PTNTD for 20 trading days. The report confirms NYSE American initiated delisting proceedings due to a low selling price and that trading was suspended May 7, 2025, after which the stock moved to OTC trading venues. These are material market-access events that affect tradability and investor visibility.

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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): August 6, 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

Not applicable

(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 3.03 Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (the “Current Report”) is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 6, 2025, Palatin Technologies, Inc. (the “Company”) filed a certificate of amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1-for-50 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (“Common Stock”). The Company’s stockholders previously approved the Reverse Stock Split and granted the board of directors the authority to determine the exact split ratio and when to proceed with the Reverse Stock Split at the Company’s annual meeting of stockholders held on July 25, 2025.

The Reverse Stock Split will become effective on August 8, 2025 at 5:00 p.m., Eastern Time (the “Effective Time”) and the Common Stock is expected to begin trading on OCTQB Market of the OTC Markets on a Reverse Stock Split-adjusted basis on August 11, 2025 at market open. The Company’s ticker symbol on the OTCQB will be PTNTD for 20 trading days, including the effective date. As of the Effective Time, every 50 shares of the Company’s issued and outstanding Common Stock will be combined into one share of Common Stock.

The par value and other terms of the Common Stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split Common Stock CUSIP number will be 696077 601.

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who would otherwise be entitled to receive a fractional share of Common Stock will receive a cash payment in lieu thereof at a price equal to (i) the average closing price of the Common Stock for the five trading days immediately preceding August 8, 2025, multiplied by (ii) the number of shares of Common Stock outstanding immediately prior to effectiveness of the Reverse Stock Split that were reclassified into such fractional share pursuant to the Reverse Stock Split.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On August 8, 2025, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1 attached hereto, 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. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), whether made before or after the date hereof, except as expressly set forth by specific reference in such filing. The furnishing of this information will not be deemed an admission as to the materiality of any information contained therein.

Forward-Looking Statements

This Current Report includes forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “will” and “expected”, or the negative of such terms, or other comparable terminology, and include statements about the Reverse Stock Split and the impacts, if any, on the Company’s Common Stock. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to update or revise and forward-looking statement contained herein, or to reflect any change in the Company’s expectations with regard thereto or any other change in events, conditions, or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Restated Certificate of Incorporation, filed with the Delaware Secretary of State on August 6, 2025.
99.1		Press Release, dated August 8, 2025.
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: August 8, 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

What action did Palatin Technologies (PTN) take regarding its common stock?

Palatin implemented a 1-for-50 reverse stock split, combining every 50 shares into one share, effective August 8, 2025 at 5:00 p.m. ET.

Why did Palatin (PTN) pursue a reverse stock split?

The company disclosed that NYSE American determined the stock was no longer suitable for listing due to a low selling price and commenced delisting proceedings.

Where and when will PTN shares trade after the split?

Shares are expected to trade on the OTCQB on a split-adjusted basis beginning August 11, 2025, and the temporary ticker will be PTNTD for 20 trading days.

What happened to PTN trading before the reverse split?

Trading on NYSE American was suspended on May 7, 2025; the stock traded on the Pink Market from May 8–June 6, 2025 and on the OTCQB since June 9, 2025.

How will fractional shares be handled after the reverse split?

No fractional shares will be issued; holders entitled to fractions will receive a cash payment equal to the five-day average closing price before August 8, 2025 multiplied by the fractional amount.