CRANBURY, N.J., May 12, 2022
/PRNewswire/ -- Palatin Technologies, Inc. ("Palatin" or the
"Company") (NYSE American: PTN), a biopharmaceutical company
developing first-in-class medicines based on molecules that
modulate the activity of the melanocortin peptide receptor system,
today announced that it has entered into a securities
purchase agreement with institutional investors pursuant to which
Palatin will issue and sell 8,100,000 shares of its Series B
convertible redeemable preferred stock and 900,000 shares of its
Series C convertible redeemable preferred stock to such investors.
Each share of Series B and Series C preferred stock has a purchase
price of $1.67. Each share of Series
B and Series C preferred stock is convertible into shares of
Palatin's common stock at an initial conversion price of
$0.45 per share. The investors in the
Series B and Series C preferred stock also received warrants to
purchase up to 1,666,667 shares of common stock at an exercise
price of $0.50 per share, expiring 48
months following issuance. Total gross proceeds from the offering,
before deducting estimated offering expenses,
is approximately $15 million.
Shares of the Series B and Series C preferred stock are
convertible, at the option of the holder, at the earlier of
90 days from closing of the issuances of the Series B and Series C
preferred stock and any time following the Company's receipt of
stockholder approval for a reverse stock split (RSS) of the
Company's common stock and until the thirtieth (30th)
calendar day following the RSS date, into 33,333,333 common shares,
computed by dividing the aggregate stated value of the preferred
stock of $15 million by the
conversion price of $0.45.
Alternatively, following approval for a RSS and before the
thirtieth (30th) calendar day following the RSS date,
the holders of Series B and Series C preferred stock shall have the
right to elect to have all of the outstanding shares of Series B
and Series C preferred stock redeemed by the Company for cash in an
amount equal to the stated value of such shares or for debt in an
aggregate principal amount equal to the stated value of such
shares, and receive a redemption fee of $750,000, representing 5% of the aggregate stated
value of the preferred shares.
Palatin expects to call a meeting of stockholders to seek
approval of, among other things, an amendment to its certificate of
incorporation to effect the RSS (the "Proposal"). Except as
otherwise required by law, holders of the Series B and Series C
preferred stock are entitled to vote only on the Proposal and any
proposal to adjourn any meeting of stockholders at which the
Proposal is submitted and will vote together with the holders of
common stock and each other class or series of capital stock of the
Company as a single class. The holders of Series B preferred stock
are entitled to a number of votes equal to the number of shares of
common stock into which the Series B preferred is convertible on
the issuance date. The holders of the Series C preferred stock are
entitled to a number of votes equal to 20,000 votes per share of
common stock into which the Series C preferred is convertible. The
holders of Series C preferred stock have agreed to vote the shares
of Series C preferred stock with respect to the Proposal (or any
proposal to adjourn the meeting of stockholders at which the
Proposal is submitted) in the same proportion as the shares of
common stock, Series A preferred stock, and Series B preferred
stock that are voted on such proposals.
To the extent any shares of Series B or Series C preferred stock
are converted to common shares or redeemed for debt, the Company
will use such net proceeds from this offering for working capital
and general corporate purposes.
Additional information regarding the securities described above
and the terms of the offering will be included in a filing with the
United States Securities and Exchange Commission ("SEC").
The Series B and Series C preferred stock and warrants and
shares of common stock into which these preferred shares and
warrants are convertible are being issued in reliance upon the
exemption from the securities registration afforded by Section
4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act")
and/or Rule 506 of Regulation D as promulgated by SEC under the
1933 Act.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Palatin
Palatin is a biopharmaceutical company developing first-in-class
medicines based on molecules that modulate the activity of the
melanocortin and natriuretic peptide receptor systems, 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
marketing collaborations with industry leaders to maximize their
commercial potential. For additional information regarding Palatin,
please visit Palatin's website at www.Palatin.com.
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 potential conversion
of Series A and B preferred stock, clinical trial results,
potential actions by regulatory agencies including the FDA,
regulatory plans, development programs, proposed indications for
product candidates, market potential for product candidates, and
potential adverse impacts due to the global COVID-19 pandemic such
as delays in regulatory review, manufacturing and supply chain
interruptions, adverse effects on healthcare systems and disruption
of the global economy, 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, Palatin's ability to
establish and maintain the capability for manufacturing, marketing
and distribution of Vyleesi, sales of Vyleesi in the United States and elsewhere in the world,
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 for
events that occur after the date of this press release.
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SOURCE Palatin Technologies, Inc.