Current Report Filing (8-k)
June 26 2019 - 04:35PM
Edgar (US Regulatory)
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): June 24,
2019
Palatin Technologies, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-15543
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95-4078884
|
(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
|
File
Number)
|
identification
number)
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4B Cedar Brook Drive, Cranbury, NJ
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08512
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(Address
of principal executive offices)
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(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 (see General Instruction A.2.
below):
☐
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))
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 checkmark 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. ☐
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock
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PTN
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NYSE American
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Item 1.01 Entry into a Material Definitive Agreement.
On June
24, 2019, our Board of Directors, upon the recommendation of the
Compensation Committee of the Board of Directors, approved new
employment agreements with Carl Spana, Ph.D., as our Chief
Executive Officer and President and Stephen T. Wills as our
Executive Vice President of Operations, Chief Financial Officer and
Chief Operating Officer.
The
employment agreements (the “Employment Agreements”),
which are effective July 1, 2019 and expire June 30, 2022, provide
for a base annual salary of $600,000 for Spana and $550,000 for
Wills, and provide cash performance bonuses based upon achievement
of performance objectives. The agreements provide that options and
restricted share units granted to the named executive officers
accelerate upon termination of employment except for voluntary
resignation by the officer or termination for cause. In the event
of retirement, termination by the officer for good reason, or
termination by the Company other than for cause, options
outstanding immediately prior to July 1, 2019 may be exercised
until the earlier of twenty-four months following termination or
expiration of the option term, and options granted on or after July
1, 2019 may be exercised until expiration of the option
term.
The
Employment Agreements further provide for twenty-four months
severance pay for Spana and eighteen months severance pay for Wills
in the event of termination at the election of the Board of
Directors, termination by the officer for good reason, or
termination by the officer for good reason or at the election of
the Board of Directors following a change in control. Health
insurance premiums are paid for the period of severance
pay.
The
Employment Agreements supersede and replace the employment
agreements, dated as of July 1, 2016, by and between the Company
and each of Spana and Wills.
The
foregoing description of the Employment Agreements with Spana and
Wills are not complete and are qualified in their entirety by
referral to the full text of such documents, a copy of each of
which is filed with this Current Report.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits:
|
Employment
Agreement, effective as of July 1, 2019, between Carl Spana and
Palatin Technologies, Inc.
|
|
Employment
Agreement, effective as of July 1, 2019, between Stephen T. Wills
and Palatin Technologies, Inc.
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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.
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PALATIN
TECHNOLOGIES, INC.
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|
|
|
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Date:
June 26, 2019
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By:
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/s/
Stephen T. Wills
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Stephen
T. Wills, CPA, MST
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|
|
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Executive
Vice President, Chief Financial Officer and Chief Operating
Officer
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EXHIBIT INDEX
10.1
|
Employment
Agreement, effective as of July 1, 2019, between Carl Spana and
Palatin Technologies, Inc.
|
10.2
|
Employment
Agreement, effective as of July 1, 2019, between Stephen T. Wills
and Palatin Technologies, Inc.
|
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