Filed Pursuant to Rule 424(b)(5)
Registration No. 333-262555
Prospectus Supplement
(to Prospectus dated September 26, 2022)
1,020,000 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 798,182 Shares of
Common Stock
Common Warrants to Purchase up to 1,818,182 Shares of
Common Stock
Placement Agent Warrants to Purchase up to 90,909 Shares of
Common Stock
Shares of Common Stock Underlying the Pre-Funded
Warrants
Shares of Common Stock Underlying the Common Warrants
and Placement Agent Warrants
We are offering up to 1,020,000 shares of our common stock, par
value $0.01 per share, and common warrants to purchase up to
1,818,182 shares of our common stock (the “Common Warrants”) to a
certain institutional investor pursuant to this prospectus
supplement and the accompanying prospectus. The offering price for
each share of common stock and accompanying Common Warrant to
purchase one share of common stock is $5.50. The Common Warrants
have an exercise price of $5.83 per share, are exercisable
beginning six months after the date of issuance, and will expire
five and one-half years from the date of issuance. We are also
offering the shares of our common stock that are issuable from time
to time upon exercise of the Common Warrants.
We are also offering pre-funded warrants (the “Pre-Funded
Warrants”) to purchase up to an aggregate of 798,182 shares of
common stock (and the shares of common stock issuable from time to
time upon exercise of the Pre-Funded Warrants), to the same
institutional investor whose purchase of shares of common stock in
this offering would otherwise result in the investor, together with
its affiliates and certain related parties, beneficially owning
more than 4.99% (or, at the election of the purchaser, 9.99%) of
our outstanding shares of common stock following the consummation
of this offering, in lieu of common stock that would otherwise
result in such purchaser’s beneficial ownership exceeding 4.99%
(or, at the election of the purchaser, 9.99%) of our outstanding
common stock. A holder of Pre-Funded Warrants will not have the
right to exercise any portion of its Pre-Funded Warrants if the
holder, together with its affiliates and certain related parties,
would beneficially own in excess of 4.99% (or, at the election of
the holder, 9.99%) of the number of shares of common stock
outstanding immediately after giving effect to such exercise. Each
Pre-Funded Warrant will be exercisable for one share of common
stock at an exercise price of $0.0001 per share of common stock.
The offering price is $5.4999 per Pre-Funded Warrant and
accompanying Common Warrant, which is equal to the offering price
per share of common stock and accompanying Common Warrant less
$0.0001. Each Pre-Funded Warrant will be exercisable upon issuance
and will expire when exercised in full. The shares of common stock
or Pre-Funded Warrants, as applicable, and the accompanying Common
Warrants, can only be purchased together in this offering but will
be issued separately and will be immediately separable upon
issuance. There is no established public trading market for the
Pre-Funded Warrants or the Common Warrants, and we do not expect a
market to develop. We do not intend to apply for listing of the
Pre-Funded Warrants or the Common Warrants on any securities
exchange or nationally recognized trading system. Without an active
trading market, the liquidity of the Pre-Funded Warrants and the
Common Warrants will be limited.
Effective as of 5:00 p.m. Eastern Time on August 30, 2022, we filed
a certificate of amendment of our restated certificate of
incorporation to effect a reverse stock split of the issued and
outstanding shares of our common stock, at a ratio of 1 share for
25 shares (the “Reverse Stock Split”). Unless otherwise indicated,
all share numbers herein, including common stock and all securities
convertible into common stock, give effect to the Reverse Stock
Split. However, documents incorporated by reference into this
prospectus that were filed prior to August 30, 2022, do not give
effect to the Reverse Stock Split.
Our common stock is quoted on the NYSE American under the symbol
“PTN.” On October 28, 2022, the closing price of our common stock
as reported on the NYSE American was $5.83 per share.
We have engaged H.C. Wainwright & Co., LLC to act as our
exclusive placement agent in connection with this offering. The
placement agent has agreed to use its reasonable best efforts to
arrange for the sale of the securities offered in this offering.
The placement agent is not purchasing or selling any of the
securities we are offering, and the placement agent is not required
to arrange the purchase or sale of any specific number of
securities or dollar amount. There is no required minimum number of
securities that must be sold as a condition to completion of this
offering, and there are no arrangements to place the funds in an
escrow, trust, or similar account.
Investing in our securities involves a high degree of risk.
See the information contained under “Risk Factors” on page S-7 of
this prospectus supplement, page 10 of the accompanying prospectus
and in the documents incorporated herein by reference.
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Per Share and Accompanying Common Warrant
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Per Pre-Funded Warrant and Accompanying Common
Warrant
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Total(1)
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Offering Price
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$ |
5.5000 |
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$ |
5.4999 |
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$ |
9,999,921.18 |
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Placement Agent Fees(2)
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$ |
0.3850 |
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$ |
0.3850 |
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$ |
700,000.07 |
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Proceeds, Before Expenses, to Us
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|
$ |
5.1150 |
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$ |
5.1149 |
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$ |
9,299,921.11 |
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(1)
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The amount of the offering proceeds to us presented in this table
does not give effect to any exercise of the warrants being issued
in this offering.
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(2)
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In
addition, we have agreed to issue to the placement agent or its
designees warrants (the “Placement Agent Warrants”) to purchase a
number of shares of our common stock equal to 5.0% of the aggregate
number of shares of common stock and shares of common stock
issuable upon the exercise of Pre-Funded Warrants included in this
offering at an exercise price equal to 125% of the offering price
of the common stock and accompanying Common Warrant in this
offering and to reimburse certain expenses of the placement agent
in connection with this offering. This prospectus supplement and
the accompanying prospectus also covers the Placement Agent
Warrants and the shares of our common stock issuable upon exercise
of the Placement Agent Warrants. See “Plan of Distribution” for
additional information regarding compensation payable to the
placement agent, including the Placement Agent Warrants.
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Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined whether this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
Delivery of the shares of common stock, Pre-Funded Warrants, and
Common Warrants is expected to be made on or about November 2,
2022, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co.
The date of this prospectus supplement is October 31,
2022
TABLE OF
CONTENTS
PROSPECTUS
Palatin Technologies® and Vyleesi® are registered trademarks of the
Company, and Palatin™ and the Palatin logo are trademarks of the
Company. This prospectus supplement and the accompanying prospectus
may refer to brand names, trademarks, service marks, or trade names
of other companies and organizations, and those brand names,
trademarks, service marks, and trade names are the property of
their respective holders.
About
This Prospectus Supplement
This prospectus supplement and the accompanying prospectus are part
of a “shelf” registration statement on Form S-3 (File No.
333-262555) that we originally filed with the U.S. Securities and
Exchange Commission (the “SEC”), on February 7, 2022 and which
became effective on September 26, 2022.
This prospectus supplement describes the specific terms of an
offering of shares of our common stock, Pre-Funded Warrants, and
Common Warrants and also adds to and updates information contained
in the accompanying prospectus and the documents incorporated by
reference into the accompanying prospectus. The second part, the
accompanying prospectus, provides more general information. If the
information in this prospectus supplement is inconsistent with the
accompanying prospectus or any document incorporated by reference
therein filed prior to the date of this prospectus supplement, you
should rely on the information in this prospectus supplement.
We have not and the placement agent has not authorized anyone to
provide you with any information or to make any representations
other than those included or incorporated by reference in this
prospectus supplement and the accompanying prospectus and any
relevant free writing prospectus. If you receive any information
not authorized by us, we and the placement agent take no
responsibility for, and can provide no assurance as to the
reliability of, such information. We are not making an offer to
sell the securities in any jurisdiction where the offer or sale is
not permitted. You should not assume that the information contained
or incorporated by reference in this prospectus supplement or the
accompanying prospectus or any relevant free writing prospectus is
accurate as of any date other than its respective date.
It is important for you to read and consider all of the information
contained in this prospectus supplement and the accompanying
prospectus, including the information incorporated by reference
into this prospectus supplement and the accompanying prospectus, in
making your investment decision. We include cross-references in
this prospectus supplement and the accompanying prospectus to
captions in these materials where you can find additional related
discussions. The table of contents in this prospectus supplement
provides the pages on which these captions are located. You should
read both this prospectus supplement and the accompanying
prospectus, together with the additional information described in
the sections entitled “Where You Can Find More Information” and
“Incorporation by Reference” of this prospectus supplement, before
investing in our common stock, the Pre-Funded Warrants, or the
Common Warrants.
We are offering to sell, and seeking offers to buy, securities only
in jurisdictions where offers and sales are permitted. The
distribution of this prospectus supplement and the accompanying
prospectus and the offering of the securities in certain
jurisdictions may be restricted by law. Persons outside the United
States who come into possession of this prospectus supplement and
the accompanying prospectus must inform themselves about, and
observe any restrictions relating to, the offering of the
securities and the distribution of this prospectus supplement and
the accompanying prospectus outside the United States. This
prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer to
sell, or a solicitation of an offer to buy, any securities offered
by this prospectus supplement and the accompanying prospectus by
any person in any jurisdiction in which it is unlawful for such
person to make such an offer or solicitation.
Unless the context otherwise requires, “Palatin,” the “Company,”
“we,” “us,” “our” and similar names refer to Palatin Technologies,
Inc.
Prospectus
Supplement Summary
The following summary is qualified in its entirety by, and should
be read together with, the more detailed information and financial
statements and related notes thereto appearing elsewhere or
incorporated by reference in this prospectus supplement and the
accompanying prospectus. Before you decide to invest in our
securities, you should read the entire prospectus supplement and
the accompanying prospectus carefully, including the risk factors
and the financial statements and related notes included or
incorporated by reference in this prospectus supplement and the
accompanying prospectus.
Our Business
We are a biopharmaceutical company developing first-in-class
medicines based on molecules that modulate the activity of the
melanocortin receptor (“MCr”) system. Our product candidates are
targeted, receptor-specific therapeutics 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 product
commercial potential.
The MCr system has effects on inflammation and immune system
response, food intake, metabolism, and sexual function. There are
five melanocortin receptors, MC1r through MC5r. Modulation of these
receptors, through use of receptor-specific agonists, which
activate receptor function, or receptor-specific antagonists, which
block receptor function, can have significant pharmacological
effects.
Our new product development activities in inflammation disease
indications focus primarily on development of MCr peptides for
ocular conditions, but also include conditions in the gut and
kidney. Utilizing peptides which are agonists at MC1r, and in some
instances agonists at additional melanocortin receptors, we are
developing products to treat inflammatory and autoimmune diseases
such as dry eye disease, which is also known as
keratoconjunctivitis sicca, uveitis, diabetic retinopathy, and
inflammatory bowel disease. We believe that our MC1r agonist
peptides have broad anti-inflammatory effects and utilize
mechanisms engaged by the endogenous melanocortin system in
regulation of the immune system and resolution of inflammatory
responses. We are also developing peptides that are active at more
than one melanocortin receptor and small molecule MCr agonists.
Our U.S. Food and Drug Administration (“FDA”) approved melanocortin
receptor agonist, Vyleesi® (bremelanotide injection), is an “as
needed” therapy used in anticipation of sexual activity and
self-administered in the thigh or abdomen via a single-use
subcutaneous auto-injector by premenopausal women with hypoactive
sexual desire disorder (“HSDD”). Vyleesi is the first FDA-approved
melanocortin agent and the first and only FDA-approved as-needed
treatment for premenopausal women with HSDD.
Our Current Product Development Strategy. We are designing
and developing potent and highly selective MC1r agonist peptides
and agonist peptides specific for more than one melanocortin
receptor for treatment of a variety of inflammatory and autoimmune
indications. We believe that our agonist peptides regulate certain
inflammatory cytokines, and modulate the activities of immune
cells, such as monocytes and T cells, to reduce immune response,
and may utilize mechanisms engaged by the endogenous melanocortin
system in regulation of the immune system and resolution of
inflammatory responses.
We have conducted preclinical animal studies with MC1r and multiple
MCr peptide drug candidates for selected inflammatory disease and
autoimmune indications. MC1r plays a role in many diseases,
including inflammatory bowel disease and ocular indications such as
uveitis, diabetic retinopathy, and dry eye disease. Work with
rodent animal models have demonstrated therapeutic responses that
are statistically significant compared to placebo, and that are
equal to or superior to established positive controls in animal
models. However, success in animal models does not necessarily mean
that any of our drug candidates will be able to successfully treat
diseases in human patients.
PL9643 for Dry Eye Disease and Anti-Inflammatory Ocular
Indications. PL9643, a peptide melanocortin agonist active at
multiple MCrs, including MC1r and MC5r, is our lead clinical
development candidate for anti-inflammatory ocular indications,
including dry eye disease, which is also known as
keratoconjunctivitis sicca. Dry eye disease is a syndrome with
symptoms including irritation, redness, discharge and blurred
vision. It may result from an autoimmune disease such as Sjögren’s
syndrome, an ocular lipid or mucin deficiency, blink disorders,
abnormal corneal sensitivity, or environmental factors. It is
estimated to affect over 30 million people in the United
States.
We have developed a PL9643 ophthalmic solution (topical eye drops)
in a single use delivery device, and a Phase 3 pivotal clinical
trial (“MELODY-1”) designed to support a New Drug Application
(“NDA”) is ongoing. An interim analysis by an independent Data
Monitoring Committee (“DMC”) of the first 120 patients who had
completed the MELODY-1 trial recommended the study continue with a
sample size of up to 350 patients. Topline results from the
MELODY-1 trial are now expected in the second quarter of calendar
2023. Our Phase 2 clinical trial demonstrated improvements in both
the signs and symptoms of dry eye disease in moderate to severe
patients after just two weeks of treatment, with no adverse safety
signals and excellent tolerability. We held an end-of-Phase 2
meeting with the FDA in June 2021, which included all aspects of
the PL9643 development plan, including study design, endpoints,
interim assessment, and patient population for the Phase 3 program.
If results of the MELODY-1 clinical trial are positive, we will
initiate a second Phase 3 clinical trial.
Oral PL8177 for Inflammatory Bowel Diseases. PL8177, a
selective MC1r agonist peptide, is our lead clinical development
candidate for inflammatory bowel diseases, including ulcerative
colitis. We have completed subcutaneous dosing of human subjects in
a Phase 1 single and multiple ascending dose clinical safety study,
and a human microdose pharmacokinetic study to evaluate a
polymer-encapsulated, delayed-release, oral formulation of
PL8177.
For ulcerative colitis and other inflammatory bowel diseases we
will administer PL8177 in our oral formulation to deliver PL8177 to
the interior wall of the diseased bowel. PL8177 activates MC1r
present on the interior wall of the bowel in ulcerative colitis and
other inflammatory bowel diseases. We believe that delivering
PL8177 directly to MC1r in the bowel wall will maximize treatment
effect while minimizing any systemic or off-target effects.
In October 2022 we enrolled the first patient in our Phase 2 study
in ulcerative colitis using our polymer-encapsulated,
delayed-release, oral formulation of PL8177. An interim assessment
of the trial is expected to occur in the first quarter of calendar
year 2023, with topline data anticipated in the third quarter of
calendar year 2023. The Phase 2 study is a multi-center,
randomized, double-blind, placebo-controlled, adaptive design,
parallel group of PL8177 study, with once daily oral dosing in
adult ulcerative colitis subjects. The study uses an adaptive
design with an interim assessment by an independent DMC after the
initial 16 subjects have completed the 8-week evaluation visit.
Melanocortin Peptides for Diabetic Retinopathy. We
conducted preclinical studies with melanocortin peptides in
diabetic retinopathy models and have selected a peptide candidate
for further development work. We are working on a formulation for
administration. If results support advancing the program, we will
conduct required safety studies and manufacture drug product under
Good Manufacturing Practices regulations preparatory to filing an
Investigational New Drug application and initiating clinical
studies.
Ocular Research Programs. We are conducting research in
several additional ocular areas, including both front of the eye
and back of the eye indications, exploring use of our compounds to
treat additional indications.
Vyleesi for HSDD. Vyleesi, the registered trademark for
bremelanotide injection, was approved by the FDA on June 21, 2019
for the treatment of premenopausal women with acquired, generalized
HSDD. AMAG Pharmaceuticals, Inc. (“AMAG”), which had exclusively
licensed Vyleesi for North America, initiated sales and marketing
efforts for Vyleesi in the United States in August 2019, with a
national launch in September 2019. In July 2020, Palatin and AMAG
entered into a termination agreement, pursuant to which the license
agreement was terminated, Palatin regained all North America rights
for Vyleesi, and AMAG made a $12.0 million payment to Palatin at
closing and a $4.3 million payment to Palatin in the first quarter
of calendar 2021. Palatin assumed Vyleesi manufacturing agreements,
and AMAG transferred information, data and assets related
exclusively to Vyleesi, including existing inventory. AMAG provided
certain transition services to Palatin for a period to ensure
continued patient access to Vyleesi during the transition period,
for which Palatin reimbursed AMAG for the agreed upon costs of the
transition services.
Gross product sales of Vyleesi increased to $5.8 million in fiscal
2022, compared to $4.7 million in fiscal 2021, with gross product
sales in the fourth quarter ended June 30, 2022 increasing 79% over
the prior quarter and 91% over the comparable quarter in 2021. Net
sales of Vyleesi were $1.2 million in fiscal 2022, compared to
negative net sales of $0.3 million in fiscal 2021.
Corporate Information
We were incorporated under the laws of the State of Delaware on
November 21, 1986 and commenced operations in the biopharmaceutical
area in 1996. Our corporate offices are located at 4B Cedar Brook
Drive, Cedar Brook Corporate Center, Cranbury, New Jersey 08512,
and our telephone number is (609) 495-2200. We maintain a website
at http://www.palatin.com, where among other things, we make
available free of charge on and through this website our Forms 3, 4
and 5, annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) and Section 16 of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. Our website and
the information contained in it or connected to it are not
incorporated into this prospectus or any prospectus supplement. The
reference to our website is an inactive textual reference only.
A certificate of amendment of Palatin’s certificate of
incorporation for a 1-for-25 reverse split of Palatin’s issued and
outstanding common stock was effective as of 5:00 p.m. Eastern Time
on August 30, 2022. Unless otherwise indicated, all share numbers
herein, including common stock and all securities convertible into
common stock, give effect to the Reverse Stock Split. However,
documents incorporated by reference into this prospectus that were
filed prior to August 30, 2022, do not give effect to the Reverse
Stock Split.
Our common stock is listed on the NYSE American under the symbol
“PTN”.
Palatin Technologies® and Vyleesi® are registered trademarks of the
Company, and Palatin™ and the Palatin logo are trademarks of the
Company. Other trademarks referred to in this prospectus supplement
are the property of their respective owners.
The
Offering
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Common stock offered by us
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1,020,000 shares of common stock.
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Common Warrants offered by us
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Common Warrants to purchase an aggregate of 1,818,182 shares of our
common stock. Each share of our common stock and each Pre-Funded
Warrant to purchase one share of our common stock is being sold
together with a Common Warrant to purchase one share of our common
stock. Each Common Warrant has an exercise price of $5.83 per
share, is exercisable beginning six months after the date of
issuance, and will expire five and one-half years following the
original date of issuance. The shares of common stock or the
Pre-Funded Warrants and the accompanying Common Warrants, as the
case may be, can only be purchased together in this offering but
will be issued separately and will be immediately separable upon
issuance. This offering also relates to the offering of the
1,818,182 shares of common stock issuable upon exercise of the
Common Warrants. See “Description of Securities Offered” on page
S-15 of this prospectus supplement.
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Pre-Funded Warrants offered by us
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Pre-Funded Warrants to purchase an aggregate of 798,182 shares of
our common stock. Each Pre-Funded Warrant to purchase one share of
our common stock is being sold together with a Common Warrant to
purchase one share of our common stock. Each Pre-Funded Warrant has
an exercise price of $0.0001 per share, is immediately exercisable
and will expire when exercised in full. The Pre-Funded Warrants and
the accompanying Common Warrants can only be purchased together in
this offering but will be issued separately and will be immediately
separable upon issuance. This offering also relates to the offering
of the 798,182 shares of common stock issuable upon exercise of the
Pre-Funded Warrants. See “Description of Securities Offered” on
page S-15 of this prospectus supplement.
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Common stock to be outstanding after this offering
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11,152,108 shares of common stock assuming the exercise of all
Pre-Funded Warrants issued in this offering and no exercise of
any Common Warrants or Placement Agent Warrants issued in
this offering.
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Use of proceeds
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We estimate that the net proceeds to us from this offering will be
approximately $9.1 million. We currently intend to use the net
proceeds from the sale of securities under this prospectus for
general corporate purposes. We may also use a portion of the net
proceeds to invest in or acquire businesses that we believe are
complementary to our own, although we have no current plans,
commitments, or agreements with respect to any acquisitions.
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Risk factors
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Investing in our securities involves risks. See “Risk Factors”
beginning on page S-7 of this prospectus supplement or otherwise
incorporated by reference in this prospectus supplement for a
discussion of factors to consider before deciding to invest in our
securities.
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NYSE American trading symbol
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Our common stock is listed on the NYSE American under the symbol
“PTN.” There is no established trading market for the Pre-Funded
Warrants or Common Warrants, and we do not expect a trading market
to develop. We do not intend to list the Common Warrants or the
Pre-Funded Warrants on any securities exchange or nationally
recognized trading system. Without a trading market, the liquidity
of the Pre-Funded Warrants and Common Warrants will be extremely
limited.
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Unless otherwise indicated, all information in this prospectus
related to the number of shares of our common stock to be
outstanding immediately after this offering is based on 9,333,926
shares of our common stock outstanding as of October 31, 2022. The
number of shares outstanding as of October 31, 2022 excludes:
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2,629 shares issuable on the
conversion of our immediately convertible Series A Preferred Stock,
subject to adjustment, for no further consideration; |
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1,200,000 shares issuable on the
conversion of our immediately convertible Series B Preferred Stock,
subject to adjustment, for no further consideration; |
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133,333 shares issuable on the
conversion of our immediately convertible Series C Preferred Stock,
subject to adjustment, for no further consideration; |
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1,143,774 shares issuable upon the
exercise of stock options at a weighted-average exercise price of
$15.95 per share; |
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282,774 shares issuable under
restricted stock units which vested or will vest on dates between
June 16, 2023 and June 22, 2026, subject to the fulfillment of
service or performance conditions; |
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280,500 shares of common stock
which have vested under restricted stock unit agreements, but are
subject to provisions to delay delivery; |
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66,666 shares issuable upon the
exercise of warrants at an exercise price of $12.50 per share,
issued in conjunction with the Series B and Series C Preferred
Stock, of which 33,333 are currently exercisable and expire on May
11, 2026, and the remaining are exercisable only in the event that
a Redemption Consideration Election (as defined in the Certificates
of Designation for the Series B and Series C Preferred Stock) is
made and expire on May 11, 2026; |
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234,617 shares of common stock
available for future issuance under our 2011 Stock Incentive
Plan; |
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1,818,182 shares of common stock
issuable upon exercise of the Common Warrants issued in this
offering; and |
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up to 90,909 shares of common stock
issuable upon exercise of the Placement Agent Warrants with an
exercise price of $6.875 per share to be issued to the placement
agent or its designees as compensation in connection with this
offering. |
Unless otherwise indicated, all information in this prospectus
supplement assumes (i) no exercise of outstanding stock options or
settlement of unvested restricted stock units or unvested
performance-based restricted stock units or shares issued from the
2011 Stock Incentive Plan after October 31, 2022, (ii) no exercise
of the Pre-Funded Warrants, Common Warrants, or Placement Agent
Warrants offered and sold in this offering, and (iii) approximately
754 additional shares of common stock issuable upon conversion of
the Series A Preferred Stock as a result of a conversion price
adjustment upon closing of this offering.
Risk
Factors
Investing in our securities involves a high degree of risk. You
should carefully consider the risk factors described below,
together with the risks under the heading “Risk Factors” beginning
on page 10 of the accompanying prospectus and under Part I, Item A
of our Annual Report on Form 10-K for the fiscal year ended June
30, 2022, filed with the SEC on September 22, 2022, and all other
information contained or incorporated by reference into this
prospectus supplement and the accompanying prospectus, including
our financial statements and the related notes, as updated by our
subsequent filings under the Securities Exchange Act of 1934, as
amended, or the Exchange Act, and in any free writing prospectus
that we have authorized for use in connection with this offering
before acquiring any of our securities. These risks could have a
material and adverse impact on our business, results of operations,
financial condition, and growth prospects, which may cause the
trading price of our common stock to decline and you could lose all
or part of your investment.
Risks Related to this Offering
You will experience immediate and substantial
dilution.
Because the effective offering price per share in this offering
exceeds the net tangible book value per share of our common stock
outstanding prior to this offering you will incur an immediate and
substantial dilution in the net tangible book value of the shares
of common stock you purchase in this offering or the shares of
common stock underlying the Pre-Funded Warrants and Common Warrants
you purchase in this offering. After giving effect to the sale by
us of: (i) 1,020,000 shares of our common stock and accompanying
Common Warrants to purchase 1,020,000 shares of our common stock at
the offering price of $5.50 per share of common stock and
accompanying Common Warrant; and (ii) 798,182 Pre-Funded Warrants
to purchase shares of common stock and accompanying Common Warrants
at an effective offering price of $5.4999 per Pre-Funded Warrant
and accompanying Common Warrant, and after deducting placement
agent fees and estimated offering expenses payable by us and
assuming full exercise of the Pre-Funded Warrants, you will
experience immediate dilution of $3.53 per share, representing the
difference between the effective offering price per share and our
as adjusted net tangible book value per share as of June 30, 2022
after giving effect to this offering. The exercise of warrants,
including the Common Warrants issued in this offering, exercise of
outstanding stock options, conversion of outstanding preferred
stock, and vesting of other stock awards may result in further
dilution of your investment. See the section entitled “Dilution”
appearing elsewhere in this prospectus supplement for a more
detailed illustration of the dilution you would incur if you
participate in this offering.
Any issuance of our common stock upon conversion of the
Series B Preferred Stock or Series C Preferred Stock will
cause dilution to our then existing stockholders and may depress
the market price of our common stock.
As
of October 31, 2022, holders of our Series B Preferred Stock
had the right to acquire 1,200,000 shares of our common stock and
Series C Preferred Stock had the right to acquire 133,333 shares of
our common stock, upon conversion of their shares of Series B
Preferred Stock or Series C Preferred Stock, respectively. If the
holders of our Series B Preferred Stock or Series C
Preferred Stock elect to convert their shares of preferred stock to
shares of common stock, stockholders may experience dilution in the
net book value of their common stock. In addition, the sale or
availability for sale of the conversion shares in the marketplace
could depress our stock price. Holders of registered underlying
shares could resell the shares immediately upon issuance, which
could result in significant downward pressure on our stock
price.
The trading price of our common stock could be highly
volatile, which could result in substantial losses for purchasers
of our common stock in this offering.
Our stock price is volatile. The stock market in general and the
market for pharmaceutical and biotechnology companies in particular
have experienced extreme volatility that has often been unrelated
to the operating performance of particular companies. As a result
of this volatility, you may not be able to sell your common stock
at or above the offering price and you may lose some or all of your
investment. The market price for our common stock may be influenced
by many factors, including:
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volatility resulting from the
economic turmoil caused by the COVID-19 pandemic, including any,
increase in costs of and delays in conducting human clinical trials
and the performance of our contractors and suppliers; |
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the success of existing or new
competitive products or technologies; |
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regulatory actions with respect to
our products or our competitors’ products and product
candidates; |
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announcements by us or our
competitors of significant acquisitions, strategic partnerships,
joint ventures, collaborations or capital commitments; |
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results of clinical trials of
product candidates of our competitors; |
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regulatory or legal developments in
the United States and other countries; |
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developments or disputes concerning
patent applications, issued patents or other proprietary
rights; |
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the recruitment or departure of key
personnel; |
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our ability to successfully
commercialize Vyleesi® (the trade name for bremelanotide) for the
treatment of premenopausal women with HSDD in the United States,
which may be adversely affected by delays or disruptions related to
the ongoing COVID-19 pandemic and economic disruptions, including a
decrease in discretionary spending; |
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our ability to manage the
infrastructure to successfully manufacture, through contract
manufacturers, Vyleesi, and to successfully market and distribute
Vyleesi in the United States , including potentially qualifying a
new contract manufacturer for the Vyleesi active drug
ingredient; |
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the extent to which we in-license,
acquire or invest in other indications or product candidates; |
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actual or anticipated changes in
estimates as to financial results or development timelines; |
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announcement or expectation of
additional financing efforts; |
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sales of our common stock by us,
our insiders, or other stockholders; |
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variations in our financial results
or those of companies that are perceived to be similar to us; |
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changes in estimates or
recommendations by securities analysts, if any, that cover us; |
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changes in the structure of
healthcare payment systems; |
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market conditions in the
pharmaceutical and biotechnology sectors; and |
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general economic, industry, and
market conditions. |
In the past, securities class action litigation has often been
brought against a company following a decline in the market price
of its securities. This risk is especially relevant for
pharmaceutical and biotechnology companies, which have experienced
significant stock price volatility in recent years.
We have broad discretion in the use of the net proceeds
from this offering and may invest or spend the proceeds in ways
with which you do not agree and in ways that may not yield a return
on your investment.
Although we currently intend to use the net proceeds from this
offering in the manner described in the section titled “Use of
Proceeds” in this prospectus supplement, our management will have
broad discretion in the application of the net proceeds from this
offering and could spend the proceeds in ways that do not improve
our results of operations or enhance the value of our common stock.
You will not have the opportunity to influence our decisions on how
to use the net proceeds from this offering. The failure by our
management to apply these funds effectively could result in
financial losses that could harm our business, cause the price of
our common stock to decline, and delay the development of our
product candidates. Pending their use, we may invest the net
proceeds from this offering in a manner that does not produce
income or that loses value.
You may experience future dilution as a result of
future equity offerings.
In order to raise additional capital, we may in the future offer
additional shares of our common stock or other securities
convertible into or exchangeable for our common stock at prices
that may not be the same as the price per share in this offering.
We may sell shares or other securities in any other offering at a
price per share that is less than the price per share paid by
investors in this offering, and investors purchasing shares or
other securities in the future could have rights superior to
existing stockholders. If we sell common stock, convertible
securities, or other equity securities, investors may be materially
diluted by subsequent sales.
The sale of our common stock in this offering,
including any shares issuable upon exercise of any Pre-Funded
Warrants or Common Warrants, and any future sales of our common
stock, or the perception that such sales could occur, may depress
our stock price and our ability to raise funds in new stock
offerings.
We may from time to time issue additional shares of common stock at
a discount from the current trading price of our common stock. As a
result, our stockholders would experience immediate dilution upon
the purchase of any shares of our common stock sold at such
discount. In addition, as opportunities present themselves, we may
enter into financing or similar arrangements in the future,
including the issuance of debt securities, preferred stock or
common stock. Sales of shares of our common stock in this offering,
including any shares issuable upon exercise of any Pre-Funded
Warrants and Common Warrants issued in this offering and in the
public market following this offering, or the perception that such
sales could occur, may lower the market price of our common stock
and may make it more difficult for us to sell equity securities or
equity-related securities in the future at a time and price that
our management deems acceptable, or at all.
There is no public market for the Pre-Funded Warrants
or Common Warrants being offered in this
offering.
There is no established public trading market for the Pre-Funded
Warrants or Common Warrants being offered in this offering, and we
do not expect a market to develop. In addition, we do not intend to
apply to list the Pre-Funded Warrants or Common Warrants on any
securities exchange or nationally recognized trading system,
including the NYSE or NYSE American. Without an active market, the
liquidity of the Pre-Funded Warrants and Common Warrants will be
limited.
The Common Warrants being offered may not have
value.
The Common Warrants being offered by us in this offering have an
exercise price of $5.83 per share, subject to certain adjustments,
and expire five and one-half years from the date of issuance, upon
which date such warrants will be automatically exercised on a
cashless basis. The Common Warrants are exercisable beginning six
months after the date of issuance. In the event that the applicable
volume weighted average price of our common stock does not exceed
the exercise price of the Common Warrants during the period when
they are exercisable, Common Warrants may not have any value.
Holders of Pre-Funded Warrants and Common Warrants
purchased in this offering will have no rights as common
stockholders until such holders exercise their Pre-Funded Warrants
or Common Warrants and acquire our common stock.
Until holders of Pre-Funded Warrants and Common Warrants acquire
shares of our common stock upon exercise of such warrants, holders
of Pre-Funded Warrants and Common Warrants will have no rights with
respect to the shares of our common stock underlying such
Pre-Funded Warrants and Common Warrants. Upon exercise of the
Pre-Funded Warrants or Common Warrants, the holders will be
entitled to exercise the rights of a common stockholder only as to
matters for which the record date occurs after the exercise
date.
Risks Related to our Common Stock
There are risks associated with the Reverse Stock
Split.
A certificate of amendment of Palatin’s certificate of
incorporation for a 1-for-25 reverse split of Palatin’s issued and
outstanding common stock was effective as of 5:00 p.m. Eastern Time
on August 30, 2022. There are risks associated with the Reverse
Stock Split and there is no assurance that:
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the market price per share of our
common stock after the Reverse Stock Split will rise in proportion
to the reduction in the number of shares of our common stock
outstanding before the Reverse Stock Split or if it does rise that
it will sustain the increase in the share price; |
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the Reverse Stock Split will result
in a per share price that will attract brokers and investors who do
not trade in lower priced stocks; |
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the Reverse Stock Split will result
in a per share price that will increase our ability to attract and
retain employees and other service providers and maintain the
minimum stock price required for continued listing on the NYSE
American; and |
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the liquidity of our common stock
will increase. |
Cautionary Statement Regarding Forward-Looking
Statements
This prospectus supplement, the accompanying prospectus, and the
documents incorporated by reference herein and therein contain
forward-looking statements. The forward-looking statements are
contained principally in the sections entitled “Prospectus
Supplement Summary” and “Risk Factors” in this prospectus or the
documents incorporated herein by reference. These statements relate
to future events or to our future financial performance and involve
known and unknown risks, uncertainties and other factors which may
cause our actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements include, but are not limited
to, statements about:
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our significant operating losses
since our inception and our need to obtain additional financing has
caused management to determine there is substantial doubt regarding
our ability to continue as a going concern; |
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our expectation that we will incur
losses for the foreseeable future and may never achieve or maintain
profitability; |
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our business, financial condition,
and results of operations may be adversely affected by global
health epidemics, including the COVID-19 pandemic, such as, for
example, the increase in costs of and delays in conducting human
clinical trials and the performance of our contractors and
suppliers, reduction in our productivity or the productivity of our
contractors and suppliers, supply chain constraints, and labor
shortages; |
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our ability to successfully
commercialize Vyleesi® (the trade name for bremelanotide) for the
treatment of premenopausal women with HSDD in the United States,
which may be adversely affected by delays or disruptions related to
the ongoing COVID-19 pandemic and economic disruptions, including a
decrease in discretionary spending; |
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our ability to manage the
infrastructure to successfully manufacture, through contract
manufacturers, Vyleesi, and to successfully market and distribute
Vyleesi in the United States , including potentially qualifying a
new contract manufacturer for the Vyleesi active drug
ingredient; |
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our ability to meet postmarketing
commitments of the FDA; |
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our expectations regarding the
potential market size and market acceptance for Vyleesi for HSDD in
the United States and elsewhere in the world; |
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our expectations regarding
performance of our exclusive licensees of Vyleesi for the treatment
of premenopausal women with HSDD, which is a type of female sexual
dysfunction, or FSD, including: |
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Shanghai Fosun Pharmaceutical Industrial Development Co. Ltd.
(“Fosun”), a subsidiary of Shanghai Fosun Pharmaceutical (Group)
Co., Ltd., for the territories of the People’s Republic of China,
Taiwan, Hong Kong S.A.R. and Macau S.A.R. (collectively, “China”);
and
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Kwangdong Pharmaceutical Co., Ltd. (“Kwangdong”) for the Republic
of Korea (“Korea”);
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our expectations and the ability of
our licensees to timely obtain approvals and successfully
commercialize Vyleesi in countries other than the United
States; |
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the results of clinical trials with
our late stage products, including PL9643, an ophthalmic peptide
solution for dry eye disease, which entered Phase 3 clinical trials
in the fourth quarter of calendar year 2021, and PL8177, an oral
peptide formulation for treatment of ulcerative colitis, which
entered Phase 2 clinical trials in the third quarter of calendar
year 2022; |
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estimates of our expenses, future
revenue and capital requirements; |
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our ability to achieve
profitability; |
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our ability to obtain additional
financing on terms acceptable to us, or at all, including
unavailability of funds or delays in receiving funds as a result of
the ongoing COVID-19 pandemic and economic disruptions; |
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our ability to advance product
candidates into, and successfully complete, clinical trials; |
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the initiation, timing, progress
and results of future preclinical studies and clinical trials, and
our research and development programs; |
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the timing or likelihood of
regulatory filings and approvals; |
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our expectations regarding the
clinical efficacy and utility of our melanocortin agonist product
candidates for treatment of inflammatory and autoimmune related
diseases and disorders, including ocular indications; |
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our ability to compete with other
products and technologies treating the same or similar indications
as our product candidates; |
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the ability of our third-party
collaborators to timely carry out their duties under their
agreements with us; |
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the ability of our contract
manufacturers to perform their manufacturing activities for us in
compliance with applicable regulations; |
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our ability to recognize the
potential value of our licensing arrangements with third
parties; |
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the potential to achieve revenues
from the sale of our product candidates; |
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our ability to obtain adequate
reimbursement from private insurers and other healthcare
payers; |
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our ability to maintain product
liability insurance at a reasonable cost or in sufficient amounts,
if at all; |
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the performance and retention of
our management team, senior staff professionals, other employees,
and third-party contractors and consultants; |
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the scope of protection we are able
to establish and maintain for intellectual property rights covering
our product candidates and technology in the United States and
throughout the world; |
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our compliance with federal and
state laws and regulations; |
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the timing and costs associated
with obtaining regulatory approval for our product candidates,
including delays and additional costs related to the ongoing
COVID-19 pandemic; |
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the impact of fluctuations in
foreign exchange rates; |
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the impact of any geopolitical
instability, economic uncertainty, financial markets volatility, or
capital markets disruption resulting from the ongoing military
conflict between Russia and Ukraine, and any resulting effects on
our revenue, financial condition, or results of operations; |
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the impact of legislative or
regulatory healthcare reforms in the United States; |
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our ability to adapt to changes in
global economic conditions as well as competing products and
technologies; and |
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our ability to remain listed on the
NYSE American stock exchange. |
In some cases, you can identify these statements by terms such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,”
“would” or the negative of those terms, and similar expressions
that convey uncertainty of future events or outcomes. These
forward-looking statements reflect our management’s beliefs and
views with respect to future events and are based on estimates and
assumptions as of the date of this prospectus supplement and are
subject to risks and uncertainties. Moreover, we operate in a very
competitive and rapidly changing environment. New risks emerge from
time to time. It is not possible for our management to predict all
risks, nor can we assess the impact of all factors on our business
or the extent to which any factor, or combination of factors, may
cause actual results to differ materially from those contained in
any forward-looking statements we may make. In addition, statements
that “we believe” and similar statements reflect our beliefs and
opinions on the relevant subject. These statements are based upon
information available to us as of the date of this prospectus
supplement, and while we believe such information forms a
reasonable basis for such statements, such information may be
limited or incomplete, and our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or
review of, all potentially available relevant information. These
statements are inherently uncertain. Given these uncertainties, you
should not place undue reliance on these forward-looking
statements.
You should carefully read this prospectus supplement, the
accompanying prospectus, any related free writing prospectus, the
documents that we incorporate by reference into this prospectus
supplement and the accompanying prospectus, and the documents we
reference in this prospectus supplement and the accompany
prospectus and have filed as exhibits to the registration
statement, completely and with the understanding that our actual
future results may be materially different from what we expect. We
qualify all of the forward-looking statements in this prospectus
supplement by these cautionary statements.
Except as required by law, we assume no obligation to update these
forward-looking statements publicly, or to update the reasons
actual results could differ materially from those anticipated in
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Use of
Proceeds
We estimate that the net proceeds from this offering will be
approximately $9.1 million after deducting estimated placement
agent fees and estimated offering expenses payable by us. These
estimates exclude the proceeds, if any, from the exercise of Common
Warrants sold in this offering.
We currently intend to use the net proceeds from the sale of
securities under this prospectus supplement for general corporate
purposes. We may also use a portion of the net proceeds to invest
in or acquire businesses that we believe are complementary to our
own, although we have no current plans, commitments, or agreements
with respect to any acquisitions. The amounts and timing of our use
of the net proceeds from this offering will depend on a number of
factors, such as the timing, scope, progress, and results of our
development efforts and the timing and progress of any
collaboration efforts. As of the date of this prospectus
supplement, we cannot specify with certainty all of the particular
uses of the proceeds from the sale of securities under this
prospectus supplement. Accordingly, we will retain broad discretion
over the use of such proceeds. Pending the use of the net proceeds
from the sale of securities under this prospectus supplement as
described above, we intend to invest the net proceeds in
investment-grade, interest-bearing instruments.
Dilution
If you invest in our securities in this offering, your ownership
interest will be diluted to the extent of the difference between
the effective offering price per share of our common stock and/or
Pre-Funded Warrants and Common Warrants in this offering and the as
adjusted net tangible book value per share of our common stock
immediately after this offering. The net tangible book value of our
common stock as of June 30, 2022 was approximately $16.3 million,
or approximately $1.75 per share of common stock based
upon 9,270,947 shares outstanding. Net tangible book value per
share is equal to our total tangible assets, less our total
liabilities, divided by the total number of shares of common stock
outstanding as of June 30, 2022.
Net tangible book value dilution per share to investors
participating in this offering represents the difference between
the effective offering price per share paid by purchasers of
securities in this offering and the as adjusted net tangible book
value per share of our common stock immediately after this
offering. After giving effect to the sale of 1,020,000 shares of
our common stock, Pre-Funded Warrants to purchase 798,182 shares in
this offering, accompanying Common Warrants to purchase 1,818,182
shares of common stock in this offering at an offering price of
$5.50 per share and accompanying Common Warrant and $5.4999 per
Pre-Funded Warrant and accompanying Common Warrant, as applicable,
and after deducting estimated placement agent fees and offering
expenses payable by us, our as adjusted net tangible book value as
of June 30, 2022 would have been approximately $25.4 million, or
$1.97 per share. This represents an immediate increase in net
tangible book value of $0.22 per share to existing stockholders and
immediate dilution of $3.53 per share to investors purchasing our
securities in this offering at the offering price. The following
table illustrates this dilution on a per share basis:
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Offering price per share and accompanying Common Warrant
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$ |
5.50 |
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Historical net tangible book value per share as of June 30,
2022
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$ |
1.75 |
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Increase in net tangible book value per share attributable to this
offering
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$ |
0.22 |
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As
adjusted net tangible book value per share after giving effect to
this offering
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$ |
1.97 |
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Dilution in net tangible book value per share to investors
participating in this offering
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$ |
3.53 |
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The discussion and table above assume no exercise of Common
Warrants and full exercise of the Pre-Funded Warrants sold in this
offering.
The above discussion and table are based on 9,270,947 shares
of our common stock outstanding as of June 30, 2022. The number of
shares outstanding as of June 30, 2022 excludes:
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2,629 shares issuable on the
conversion of our immediately convertible Series A Preferred Stock,
subject to adjustment, for no further consideration; |
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1,200,000 shares issuable on the
conversion of our immediately convertible Series B Preferred Stock,
subject to adjustment, for no further consideration; |
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133,333 shares issuable on the
conversion of our immediately convertible Series C Preferred Stock,
subject to adjustment, for no further consideration; |
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1,163,962 shares issuable upon
the exercise of stock options at a weighted-average exercise price
of $15.98 per share; |
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363,781 shares issuable under
restricted stock units which vested or will vest on dates between
June 16, 2023 and June 22, 2026, subject to the fulfillment of
service or performance conditions; |
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285,368 shares of common stock
which have vested under restricted stock unit agreements, but are
subject to provisions to delay delivery; |
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66,666 shares issuable upon the
exercise of warrants at an exercise price of $12.50 per share,
issued in conjunction with the Series B and Series C Preferred
Stock, of which 33,333 are currently exercisable and expire on May
11, 2026, and the remaining are exercisable only in the event that
a Redemption Consideration Election (as defined in the Certificates
of Designation for the Series B and Series C Preferred Stock) is
made and expire on May 11, 2026; |
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211,821 shares of common stock
available for future issuance under our 2011 Stock Incentive
Plan; |
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1,818,182 shares of common stock
issuable upon exercise of the Common Warrants issued in this
offering; and |
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up to 90,909 shares of common stock
issuable upon exercise of the Placement Agent Warrants with an
exercise price of $6.875 per share to be issued to the placement
agent or its designees as compensation in connection with this
offering. |
To the extent that outstanding options as of June 30, 2022 have
been or may be exercised, unvested restricted stock units or
performance-based restricted stock units have settled or other
shares issued, investors purchasing our securities in this offering
may experience further dilution. In addition, we may choose to
raise additional capital due to market conditions or strategic
considerations even if we believe we have sufficient funds for our
current or future operating plans. To the extent that additional
capital is raised through the sale of equity or convertible debt
securities, the issuance of these securities could result in
further dilution to our stockholders.
Description of Securities
Offered
We are offering 1,020,000 shares of our common stock, Pre-Funded
Warrants to purchase 798,182 shares of our common stock, and Common
Warrants to purchase 1,818,182 shares of our common stock. We are
also registering the shares of common stock issuable from time to
time upon exercise of the Pre-Funded Warrants and Common Warrants
offered hereby.
Common Stock
The material terms and provisions of our common stock and each
other class of our securities which qualifies or limits our common
stock are described in the section entitled “Description of
Securities — Common Stock” beginning on page 16 of the accompanying
prospectus and the Description of Securities included as Exhibit
4.12 to our Annual Report on Form 10-K for the year ended June 30,
2019, filed with the SEC on September 12, 2019.
Pre-Funded Warrants
The following summary of certain terms and provisions of Pre-Funded
Warrants that are being offered hereby is not complete and is
subject to, and qualified in its entirety by, the provisions of the
Pre-Funded Warrant, the form of which will be filed as an exhibit
to a Current Report on Form 8-K in connection with this offering
and incorporated by reference into the registration statement of
which this prospectus supplement forms a part. Prospective
investors should carefully review the terms and provisions of the
form of Pre-Funded Warrant for a complete description of the terms
and conditions of the Pre-Funded Warrants.
Pre-Funded warrants will be issued in certificated form only.
Duration and Exercise Price
Each Pre-Funded Warrant offered hereby will have an initial
exercise price per share equal to $0.0001. The exercise price and
number of shares of common stock issuable upon exercise is subject
to appropriate adjustment in the event of stock dividends, stock
splits, reorganizations, or similar events affecting our common
stock and the exercise price.
Exercisability
The Pre-Funded Warrants will be exercisable, at the option of each
holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of
shares of our common stock purchased upon such exercise (except in
the case of a cashless exercise as discussed below). A holder
(together with its affiliates) may not exercise any portion of such
holder’s Pre-Funded Warrant to the extent that the holder would own
more than 4.99% (or, at the election of the purchaser, 9.99%) of
the outstanding shares of common stock immediately after exercise,
except that upon at least 61 days’ prior notice from the holder to
us, the holder may increase the amount of ownership of outstanding
shares of common stock after exercising the holder’s Pre-Funded
Warrants up to 9.99% of the number of shares of common stock
outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the
terms of the Pre-Funded Warrants. No fractional shares of common
stock will be issued in connection with the exercise of a
Pre-Funded Warrant. In lieu of fractional shares, we will either
pay the holder an amount in cash equal to the fractional amount
multiplied by the exercise price or round up to the next whole
share.
Cashless Exercise
In lieu of making the cash payment otherwise contemplated to be
made to us upon such exercise in payment of the aggregate exercise
price, the holder may elect instead to receive upon such exercise
(either in whole or in part) the net number of shares of common
stock determined according to a formula set forth in the Pre-Funded
Warrants.
Fundamental Transactions
In the event of any fundamental transaction, as described in the
Pre-Funded Warrants and generally including any merger with or into
another entity, sale of all or substantially all of our assets,
tender offer or exchange offer, or reclassification of our shares
of common stock, then upon any subsequent exercise of a Pre-Funded
Warrant, the holder will have the right to receive as alternative
consideration, for each share of common stock that would have been
issuable upon such exercise immediately prior to the occurrence of
such fundamental transaction, the number of shares of common stock
of the successor or acquiring corporation or of our company, if it
is the surviving corporation, and any additional consideration
receivable upon or as a result of such transaction by a holder of
the number of shares of common stock for which the Pre-Funded
Warrant is exercisable immediately prior to such event.
Transferability
Subject to applicable laws, a Pre-Funded Warrant may be transferred
at the option of the holder upon surrender of the Pre-Funded
Warrant to us together with the appropriate instruments of transfer
and payment of funds sufficient to pay any transfer taxes (if
applicable).
Exchange Listing
There is no established trading market for the Pre-Funded Warrants
on any securities exchange or nationally recognized trading system.
We do not intend to list the Pre-Funded Warrants on any securities
exchange or nationally recognized trading system.
Rights as a Stockholder
Except as otherwise provided in the Pre-Funded Warrants or by
virtue of such holder’s ownership of shares of our common stock,
the holders of the Pre-Funded Warrants do not have the rights or
privileges of holders of our common stock, including any voting
rights, until such Pre-Funded Warrant holders exercise their
Pre-Funded Warrants.
Common Warrants
The following summary of certain terms and provisions of the Common
Warrants that are being offered hereby is not complete and is
subject to, and qualified in its entirety by, the provisions of the
Common Warrant, the form of which will be filed as an exhibit to a
Current Report on Form 8-K in connection with this offering and
incorporated by reference into the registration statement of which
this prospectus supplement forms a part. Prospective investors
should carefully review the terms and provisions of the form of
Common Warrant for a complete description of the terms and
conditions of the Common Warrants.
Common Warrants will be issued in certificated form only.
Duration and Exercise Price
Each Common Warrant offered hereby has an initial exercise price
per share equal to $5.83. The Common Warrants are exercisable
beginning six months after the date of issuance and will expire
five and one-half years following the original date of issuance.
The exercise price and number of shares of common stock issuable
upon exercise is subject to appropriate adjustment in the event of
stock dividends, stock splits, reorganizations, or similar events
affecting our common stock and the exercise price.
Exercisability
The Common Warrants will be exercisable, at the option of each
holder, in whole or in part, by delivering to us a duly executed
exercise notice accompanied by payment in full for the number of
shares of our common stock purchased upon such exercise (except in
the case of a cashless exercise as discussed below). A holder
(together with its affiliates) may not exercise any portion of such
holder’s Common Warrant to the extent that the holder would own
more than 4.99% (or, at the election of the purchaser, 9.99%) of
the outstanding shares of common stock immediately after exercise,
except that upon at least 61 days’ prior notice from the holder to
us, the holder may increase the amount of ownership of outstanding
shares of common stock after exercising the holder’s Common
Warrants up to 9.99% of the number of shares of common stock
outstanding immediately after giving effect to the exercise, as
such percentage ownership is determined in accordance with the
terms of the Common Warrants. No fractional shares of common stock
will be issued in connection with the exercise of a Common Warrant.
In lieu of fractional shares, we will either pay the holder an
amount in cash equal to the fractional amount multiplied by the
exercise price or round up to the next whole share.
Cashless Exercise
If, at the time a holder exercises its Common Warrants, a
registration statement registering the issuance of the shares of
common stock underlying the Common Warrants under the Securities
Act is not then effective or available, then in lieu of making the
cash payment otherwise contemplated to be made to us upon such
exercise in payment of the aggregate exercise price, the holder may
elect instead to receive upon such exercise (either in whole or in
part) the net number of shares of common stock determined according
to a formula set forth in the Common Warrants. The Common Warrants
will be automatically exercised on a cashless basis on the
expiration date.
Fundamental Transaction
In the event of any fundamental transaction, as described in the
Common Warrants and generally including any merger with or into
another entity, sale of all or substantially all of our assets,
tender offer or exchange offer, or reclassification of our shares
of common stock, then upon any subsequent exercise of a Common
Warrant, the holder will have the right to receive as alternative
consideration, for each share of common stock that would have been
issuable upon such exercise immediately prior to the occurrence of
such fundamental transaction, the number of shares of common stock
of the successor or acquiring corporation of our company, if it is
the surviving corporation, and any additional consideration
receivable upon or as a result of such transaction by a holder of
the number of shares of common stock for which the Common Warrant
is exercisable immediately prior to such event. Notwithstanding the
foregoing, in the event of a fundamental transaction, the holders
of the Common Warrants have the right to require us or a successor
entity to redeem the Common Warrants for cash in the amount of the
Black-Scholes Value (as defined in each Common Warrant) of the
unexercised portion of the Common Warrants concurrently with or
within 30 days following the consummation of a fundamental
transaction. However, in the event of a fundamental transaction
which is not in our control, including a fundamental transaction
not approved by our board of directors, the holders of the Common
Warrants will only be entitled to receive from us or our successor
entity, as of the date of consummation of such fundamental
transaction the same type or form of consideration (and in the same
proportion), at the Black Scholes Value of the unexercised portion
of the Common Warrant that is being offered and paid to the holders
of our common stock in connection with the fundamental transaction,
whether that consideration is in the form of cash, stock or any
combination of cash and stock, or whether the holders of our common
stock are given the choice to receive alternative forms of
consideration in connection with the fundamental transaction.
Transferability
Subject to applicable laws, a Common Warrant may be transferred at
the option of the holder upon surrender of the Common Warrant to us
together with the appropriate instruments of transfer and payment
of funds sufficient to pay any transfer taxes (if applicable).
Exchange Listing
There is no trading market available for the Common Warrants on any
securities exchange or nationally recognized trading system. We do
not intend to list the Common Warrants on any securities exchange
or nationally recognized trading system.
Rights as a Stockholder
Except as otherwise provided in the Common Warrants or by virtue of
such holder’s ownership of shares of our common stock, the holders
of the Common Warrants do not have the rights or privileges of
holders of our common stock, including any voting rights, until
they exercise their Common Warrants.
Dividend Policy
We have never declared or paid any dividends. We currently intend
to retain earnings, if any, for use in our business. We do not
anticipate paying dividends in the foreseeable future. Any future
determination to declare dividends will be made at the discretion
of our board of directors and will depend on our financial
condition, operating results, capital requirements, general
business conditions, and other factors that our board of directors
may deem relevant.
Plan of
Distribution
Pursuant to a letter agreement dated as of October 18, 2022, we
have retained H.C. Wainwright & Co., LLC (“Wainwright”), to act
as our exclusive placement agent in connection with this offering.
Under the terms of the engagement letter, Wainwright is not
purchasing or selling any of the securities offered by us in this
offering, and is not required to arrange for the sale of any
specific number or dollar amount of securities, other than to use
its reasonable best efforts to arrange for the sale of such
securities by us. The terms of this offering were subject to market
conditions and negotiations between us, Wainwright and the
prospective investor.
We are entering into a securities purchase agreement directly with
the investor in connection with this offering of our common stock,
Common Warrants, and Pre-Funded Warrants pursuant to this
prospectus supplement and accompanying prospectus under which we
will sell the securities offered hereby directly to such
investor.
Wainwright will have no authority to bind us by virtue of the
engagement letter. Further, Wainwright does not guarantee that it
will be able to raise new capital in any prospective offering.
Delivery of the securities offered hereby is expected to occur on
or about November 2, 2022, subject to satisfaction or waiver of
customary closing conditions.
We have agreed to pay Wainwright a cash fee equal to 7.0% of the
gross proceeds of this offering. We have also agreed to reimburse
Wainwright $20,000 for non-accountable expenses and up to $100,000
for legal fees and expenses and other out-of-pocket expenses and
pay $15,950 for clearing fees. We estimate the total offering
expenses of this offering that will be payable by us, excluding the
placement agent’s fees and expenses, will be approximately
$140,000.
Upon closing of this offering, we will issue to Wainwright or its
designees warrants to purchase up to 90,909 shares of common stock,
representing 5.0% of the aggregate number of shares of common stock
and shares of common stock issuable upon the exercise of Pre-Funded
Warrants sold in this offering at an exercise price of $6.875 per
share, representing 125% of the offering price of the common stock
and accompanying Common Warrant in this offering, subject to any
reductions necessary to comply with the rules and regulations of
the Financial Industry Regulatory Authority, Inc., or FINRA. The
Placement Agent Warrants will have substantially the same terms as
the Common Warrants, will be exercisable, in whole or in part,
beginning six months after the closing of this offering, and will
expire October 31, 2027.
The issuance of the Placement Agent Warrants and underlying shares
of common stock are being registered pursuant to the registration
statement of which this prospectus supplement is a part, and we
have agreed to maintain such registration during the term of the
Placement Agent Warrants.
We have agreed to indemnify Wainwright and specified other persons
against certain liabilities, including liabilities arising under
the Securities Act of 1933, as amended (the “Securities Act”),
relating to or arising out of Wainwright’s activities under the
engagement letter and to contribute to payments that Wainwright may
be required to make in respect of such liabilities.
We have also agreed to pay Wainwright a tail fee equal to the cash
and warrant compensation in this offering if any investor, subject
to certain exemptions, who was brought over-the-wall, participated
in the offering or participated in a meeting or discussion with us,
during the term of our engagement of Wainwright, provides us with
capital in any public or private offering or other financing or
capital raising transaction during the 12-month period following
expiration or termination of our engagement of Wainwright.
Under the terms of the securities purchase agreements, from the
date of such agreements until one hundred twenty (120) days after
the closing of this offering, neither we nor any subsidiary shall
(i) issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any shares of common stock or
common stock equivalents, or (ii) file any registration statement
or prospectus, or any amendment or supplement thereto, subject to
certain exceptions.
We have also agreed, subject to certain exceptions, until one
hundred twenty (120) days after the closing of the securities
purchase agreement in connection with this offering, not to (i)
issue or sell any debt or equity securities that are convertible
into, exchangeable or exercisable for, or include the right to
receive, additional shares of common stock either (A) at a
conversion price, exercise price or exchange rate or other price
that is based upon, and/or varies with, the trading prices of or
quotations for the shares of common stock at any time after the
initial issuance of such debt or equity securities or (B) with a
conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such debt
or equity security or upon the occurrence of specified or
contingent events directly or indirectly related to our business or
the market for our common stock or (ii) enter into, or effect a
transaction under, any agreement, including, but not limited to, an
equity line of credit or an “at-the-market offering”, subject
certain exceptions.
Wainwright may be deemed to be an underwriter within the meaning of
Section 2(a)(11) of the Securities Act, and any commissions
received by it and any profit realized on the resale of the
securities sold by it while acting as principal might be deemed to
be underwriting discounts or commissions under the Securities Act.
As an underwriter, Wainwright would be required to comply with the
requirements of the Securities Act and the Exchange Act, including,
without limitation, Rule 415(a)(4) under the Securities Act and
Rule 10b-5 and Regulation M under the Exchange Act. These rules and
regulations may limit the timing of purchases and sales of common
stock by Wainwright acting as principal. Under these rules and
regulations, Wainwright:
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may not engage in any stabilization
activity in connection with our securities; and |
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may not bid for or purchase any of
our securities or attempt to induce any person to purchase any of
our securities, other than as permitted under the Exchange Act,
until it has completed its participation in the distribution. |
The securities purchase agreement is included as an exhibit to a
Current Report on Form 8-K that we will file with the SEC and that
is incorporated by reference into the registration statement of
which this prospectus supplement forms a part.
From time to time, Wainwright may provide in the future various
advisory, investment and commercial banking and other services to
us in the ordinary course of business, for which they have received
and may continue to receive customary fees and commissions.
However, except as disclosed in this prospectus supplement, we have
no present arrangements with Wainwright for any further
services.
Legal
Matters
Certain legal matters in connection with this offering and the
validity of the securities offered by this prospectus will be
passed upon for us by Thompson Hine LLP, New York, New York. Haynes
and Boone, LLP, New York, New York is acting as counsel to the
placement agent in connection with this offering.
Experts
The consolidated financial statements of Palatin Technologies, Inc.
as of June 30, 2022 and 2021, and for the years then ended, have
been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent
registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing.
The audit report covering the June 30, 2022 consolidated financial
statements contains an explanatory paragraph that states that the
Company’s operating losses, negative cash flows from operations,
and need for additional funding to complete planned product
development efforts raise substantial doubt about the entity’s
ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from
the outcome of that uncertainty.
Where You
Can Find More Information
We have filed with the SEC a registration statement on Form S-3
under the Securities Act with respect to the securities offered by
this prospectus supplement and the accompanying prospectus. This
prospectus supplement and the accompanying prospectus do not
contain all of the information set forth in the registration
statement and its exhibits and schedules in accordance with SEC
rules and regulations. For further information with respect to us
and the securities being offered by this prospectus supplement and
the accompanying prospectus, you should read the registration
statement of which this prospectus supplement is a part, including
its exhibits and schedules. Statements contained in this prospectus
supplement and the accompanying prospectus, including documents
that we have incorporated by reference, as to the contents of any
contract or other document referred to are not necessarily
complete, and, with respect to any contract or other document filed
as an exhibit to the registration statement or any other such
document, each such statement is qualified in all respects by
reference to the corresponding exhibit. You should review the
complete contract or other document to evaluate these statements.
You may obtain copies of the registration statement and its
exhibits via the SEC’s EDGAR database or our website.
We file annual, quarterly and current reports, proxy statements,
and other documents with the SEC under the U.S. Securities Exchange
Act of 1934, as amended, or the Exchange Act. The SEC maintains a
website that contains reports, proxy and information statements and
other information regarding issuers, including us, that file
electronically with the SEC. You may obtain documents that we file
with the SEC at www.sec.gov.
We also make these documents available on our website at
www.palatin.com. Our website and the information contained or
connected to our website is not incorporated by reference in this
prospectus or any prospectus supplement, and you should not
consider it part of this prospectus supplement or the accompanying
prospectus.
Incorporation by Reference
The SEC allows us to incorporate by reference the information and
reports we file with it, which means that we can disclose important
information to you by referring you to these documents. The
information incorporated by reference is an important part of this
prospectus supplement, and information that we file later with the
SEC will automatically update and supersede the information already
incorporated by reference. We are incorporating by reference the
documents listed below, which we have already filed with the SEC,
and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, including all filings made
after the date of the filing of this prospectus, except as to any
portion of any future report or document that is not deemed filed
under such provision, after the date of this prospectus and prior
to the termination of this offering:
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annual report on Form 10-K for the
fiscal year ended June 30, 2022, filed with the SEC on September
22, 2022; and; |
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the description of our common stock
contained in our Registration Statement on Form 8-A filed with the
SEC on December 13, 1999, including all amendments and reports
filed for the purpose of updating such description, including the
description of our common stock contained in our annual report on
Form 10-K for the fiscal year ended June 30, 2019, filed with the
SEC on September 12, 2019, including any amendment or report for
the purpose of updating such description. |
We incorporate by reference any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
between the date of this prospectus and the termination of the
offering.
Notwithstanding the foregoing, unless specifically stated to the
contrary, information that we furnish (and that is not deemed
“filed” with the SEC) under Items 2.02 and 7.01 of any Current
Report on Form 8-K, including the related exhibits under Item 9.01,
is not incorporated by reference into this prospectus or the
registration statement of which this prospectus is a part.
Any statement contained in a document that is incorporated by
reference will be modified or superseded for all purposes to the
extent that a statement contained in this prospectus, or in any
other document that is subsequently filed with the SEC and
incorporated by reference into this prospectus, modifies or is
contrary to that previous statement. Any statement so modified or
superseded will not be deemed a part of this prospectus, except as
so modified or superseded. Since information that we later file
with the SEC will update and supersede previously incorporated
information, you should look at all of the SEC filings that we
incorporate by reference to determine if any of the statements in
this prospectus or in any documents previously incorporated by
reference have been modified or superseded.
Upon request, we will provide, without charge, to each person,
including any beneficial owner, to whom a copy of this prospectus
is delivered, a copy of the documents incorporated by reference
into this prospectus but not delivered therewith. You may request a
copy of these filings, and any exhibits we have specifically
incorporated by reference as an exhibit in this prospectus, at no
cost by writing or telephoning us at the following address: Stephen
T. Wills, Executive Vice President, Chief Financial Officer and
Chief Operating Officer, Palatin Technologies, Inc., 4B Cedar Brook
Drive, Cranbury, New Jersey 08512, Telephone: (609) 495-2200, Fax:
(609) 495-2201. .
You may also access these documents, free of charge on the SEC’s
website at www.sec.gov or on our website at www.palatin.com.
Information contained on our website is not incorporated by
reference into this prospectus and you should not consider any
information on, or that can be accessed from, our website as part
of this prospectus.
This prospectus supplement is part of a registration statement we
filed with the SEC. We have incorporated exhibits into this
registration statement. You should read the exhibits carefully for
provisions that may be important to you.
You should rely only on the information incorporated by reference
or provided in this prospectus supplement. We have not authorized
anyone to provide you with different information. We are not making
an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this
prospectus supplement or in the documents incorporated by reference
is accurate as of any date other than the date on the front of this
prospectus supplement or those documents.
Filed pursuant to Rule 424(b)(3)
File No. 333-262555
PROSPECTUS
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Purchase Contracts
Units
From time to time, we may sell up to an aggregate of $100,000,000
of our common stock, preferred stock, debt securities, warrants,
purchase contracts or units in any combination of the foregoing, in
amounts, at prices and on terms described in one or more
supplements to this prospectus. We may also authorize one or more
free writing prospectuses to be provided to you in connection with
these offerings.
Our common stock is listed on the NYSE American under the symbol
“PTN.” On September 21, 2022, the closing price of our common stock
as reported on the NYSE American was $7.93 per share.
The preferred stock, debt securities, warrants, purchase contracts
and units described in this prospectus have not been approved for
listing on any market or exchange, and we have not made any
application for such listing.
This prospectus describes the general terms of the securities we
may offer and the general manner in which we may offer these
securities. Each time we sell securities described herein, we will
provide prospective investors with a supplement to this prospectus
that will contain specific information about the terms of that
offering, including the specific amounts, prices and terms of the
securities offered. Such prospectus supplements may also add,
update, or change information contained in this prospectus.
You should read this prospectus, any applicable prospectus
supplement and any related free writing prospectus carefully before
you invest.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK.
YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES REFERENCED
UNDER THE HEADING “RISK` FACTORS” ON PAGE 8 OF THIS PROSPECTUS AND
“ITEM 1A-RISK FACTORS” OF OUR MOST RECENT ANNUAL REPORT ON FORM
10‑K AND ANY QUARTERLY REPORT ON FORM 10‑Q THAT IS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS, AS WELL AS THOSE CONTAINED IN THE
APPLICABLE PROSPECTUS SUPPLEMENT AND ANY RELATED FREE WRITING
PROSPECTUS, AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT
ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
This prospectus may not be used to offer or sell any
securities unless accompanied by a prospectus
supplement.
As of August 15, 2022, the aggregate market value of our
outstanding common stock held by non-affiliates was approximately
$79,632,980, which was calculated based on 9,270,946 shares of
common stock outstanding as of that date, of which 9,100,912 shares
of common stock were held by non-affiliates, and a price per share
of $8.75, which was the closing price of our common stock as
reported on the NYSE American on such date (as adjusted to give
effect to a 1:25 reverse stock split that was effective at 5:00
p.m. Eastern Time on August 30, 2022).
The securities may be sold directly by us to investors, through
agents designated from time to time or to or through underwriters
or dealers, on a continuous or delayed basis. For additional
information on the methods of sale, you should refer to the section
entitled “Plan of Distribution” in this prospectus and in the
applicable prospectus supplement. If any agents or underwriters are
involved in the sale of any securities with respect to which this
prospectus is being delivered, the names of such agents or
underwriters and any applicable fees, commissions, discounts and
options to purchase additional securities will be set forth in a
prospectus supplement. The price to the public of such securities
and the net proceeds that we expect to receive from such sale will
also be set forth in a prospectus supplement.
Neither the U.S. Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is September 26, 2022
TABLE
OF CONTENTS
We have not authorized anyone to provide you with information
different from the information contained in or incorporated by
reference in this prospectus, any applicable prospectus supplement,
and any related free writing prospectus that we may authorize to be
provided to you. No dealer, salesperson or other person is
authorized to give any information or to represent anything not
contained or incorporated by reference in this prospectus, any
applicable prospectus supplement, or any related free writing
prospectus that we may authorize to be provided to you. This
prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is
lawful to do so. You should assume that the information in this
prospectus, any applicable prospectus supplement or any related
free writing prospectus is accurate only as of the date on the
front of the document and that any information we have incorporated
by reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of
this prospectus, any applicable prospectus supplement or any
related free writing prospectus, or any sale of our securities. Our
business, financial condition, results of operations and prospects
may have changed since that date.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3
that we filed with the U.S. Securities and Exchange Commission (the
“SEC” or the “Commission”) using a “shelf” registration process.
Under this shelf registration process, we may offer and sell,
either individually or in combination, in one or more offerings,
any combination of the securities described in this prospectus, for
total gross proceeds of up to $100,000,000.
This prospectus provides you with a general description of the
securities we may offer. Each time we offer securities under this
prospectus, we will provide a prospectus supplement that will
contain more specific information about the terms of those
securities and the offering. We may also authorize one or more free
writing prospectuses to be provided to you that may contain
material information relating to these offerings. We may also add,
update, or change in the prospectus supplement (and in any related
free writing prospectus that we may authorize to be provided to
you) any of the information contained in this prospectus or in the
documents that we have incorporated by reference into this
prospectus. We urge you to carefully read this prospectus, any
applicable prospectus supplement and any related free writing
prospectus, together with the information incorporated herein by
reference as described under the headings “Where You Can Find More
Information” and “Incorporation of Information by Reference” before
buying any of the securities being offered.
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SUMMARY
This summary highlights certain information appearing elsewhere
in this prospectus and in the information incorporated by
reference. This summary is not complete and does not contain all of
the information you should consider prior to investing in our
securities. After you read this summary, you should read and
consider carefully the more detailed information and financial
statements and related notes that we include in this prospectus or
incorporate by reference, especially the section entitled “Risk
Factors.” If you invest in our securities, you are assuming a high
degree of risk.
Unless we have indicated otherwise or the context otherwise
requires, references in the prospectus to “Palatin,” the “Company,”
“we,” “us” and “our” or similar terms refer to Palatin
Technologies, Inc. and its subsidiary.
Our Business
We are a biopharmaceutical company developing first-in-class
medicines based on molecules that modulate the activity of the
melanocortin receptor (“MCr”) system. Our product candidates are
targeted, receptor-specific therapeutics 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 product
commercial potential.
The MCr system has effects on inflammation and immune system
response, food intake, metabolism, and sexual function. There are
five melanocortin receptors, MC1r through MC5r. Modulation of these
receptors, through use of receptor-specific agonists, which
activate receptor function, or receptor-specific antagonists, which
block receptor function, can have significant pharmacological
effects.
Our new product development activities in inflammation disease
indications focus primarily on development of MCr peptides for
ocular conditions, but also include conditions in the gut and
kidney. Utilizing peptides which are agonists at MC1r, and in some
instances agonists at additional melanocortin receptors, we are
developing products to treat inflammatory and autoimmune diseases
such as dry eye disease, which is also known as
keratoconjunctivitis sicca, uveitis, diabetic retinopathy, and
inflammatory bowel disease. We believe that our MC1r agonist
peptides have broad anti-inflammatory effects and utilize
mechanisms engaged by the endogenous melanocortin system in
regulation of the immune system and resolution of inflammatory
responses. We are also developing peptides that are active at more
than one melanocortin receptor and small molecule MCr agonists.
Our U.S. Food and Drug Administration (“FDA”) approved melanocortin
receptor agonist, Vyleesi® (bremelanotide injection), is an “as
needed” therapy used in anticipation of sexual activity and
self-administered in the thigh or abdomen via a single-use
subcutaneous auto-injector by premenopausal women with hypoactive
sexual desire disorder (“HSDD”). Vyleesi is the first FDA-approved
melanocortin agent and the first and only FDA-approved as-needed
treatment for premenopausal women with HSDD.
Our Current Product Development Strategy. We are designing
and developing potent and highly selective MC1r agonist peptides
and agonist peptides specific for more than one melanocortin
receptor for treatment of a variety of inflammatory and autoimmune
indications. We believe that our agonist peptides regulate certain
inflammatory cytokines, and modulate the activities of immune
cells, such as monocytes and T cells, to reduce immune response,
and may utilize mechanisms engaged by the endogenous melanocortin
system in regulation of the immune system and resolution of
inflammatory responses.
We have conducted preclinical animal studies with MC1r and multiple
MCr peptide drug candidates for selected inflammatory disease and
autoimmune indications. MC1r plays a role in many diseases,
including inflammatory bowel disease and ocular indications such as
uveitis, diabetic retinopathy, and dry eye disease. Work with
rodent animal models have demonstrated therapeutic responses that
are statistically significant compared to placebo, and that are
equal to or superior to established positive controls in animal
models. However, success in animal models does not necessarily mean
that any of our drug candidates will be able to successfully treat
diseases in human patients.
PL9643 for Dry Eye Disease and Anti-Inflammatory Ocular
Indications. PL9643, a peptide melanocortin agonist active at
multiple MCrs, including MC1r and MC5r, is our lead clinical
development candidate for anti-inflammatory ocular indications,
including dry eye disease, which is also known as
keratoconjunctivitis sicca. Dry eye disease is a syndrome with
symptoms including irritation, redness, discharge and blurred
vision. It may result from an autoimmune disease such as Sjögren’s
syndrome, an ocular lipid or mucin deficiency, blink disorders,
abnormal corneal sensitivity, or environmental factors. It is
estimated to affect over 30 million people in the United
States.
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We have developed a PL9643 ophthalmic solution (topical eye drops)
in a single use delivery device, and a Phase 3 pivotal clinical
trial (“MELODY-1”) designed to support a New Drug Application
(“NDA”) is ongoing. An interim analysis by an independent Data
Monitoring Committee (“DMC”) of the first 120 patients who had
completed the MELODY-1 trial recommended the study continue with a
sample size of up to 350 patients. Topline results from the
MELODY-1 trial are now expected in the second quarter of calendar
2023. Our Phase 2 clinical trial demonstrated improvements in both
the signs and symptoms of dry eye disease in moderate to severe
patients after just two weeks of treatment, with no adverse safety
signals and excellent tolerability. We held an end-of-Phase 2
meeting with the FDA in June 2021, which included all aspects of
the PL9643 development plan, including study design, endpoints,
interim assessment, and patient population for the Phase 3 program.
If results of the MELODY-1 clinical trial are positive, we will
initiate a second Phase 3 clinical trial.
Oral PL8177 for Inflammatory Bowel Diseases. PL8177, a
selective MC1r agonist peptide, is our lead clinical development
candidate for inflammatory bowel diseases, including ulcerative
colitis. We have completed subcutaneous dosing of human subjects in
a Phase 1 single and multiple ascending dose clinical safety study,
and a human microdose pharmacokinetic study to evaluate a
polymer-encapsulated, delayed-release, oral formulation of
PL8177.
For ulcerative colitis and other inflammatory bowel diseases we
will administer PL8177 in our oral formulation to deliver PL8177 to
the interior wall of the diseased bowel. PL8177 activates MC1r
present on the interior wall of the bowel in ulcerative colitis and
other inflammatory bowel diseases. We believe that delivering
PL8177 directly to MC1r in the bowel wall will maximize treatment
effect while minimizing any systemic or off-target effects.
A Phase 2 study in ulcerative colitis using our
polymer-encapsulated, delayed-release, oral formulation of PL8177
initiated patent enrollment in September 2022, and may take up to
one year to complete. The Phase 2 study is a multi-center,
randomized, double-blind, placebo-controlled, adaptive design,
parallel group of PL8177 study, with once daily oral dosing in
adult ulcerative colitis subjects. The study uses an adaptive
design with an interim assessment by an independent DMC after the
initial 16 subjects have completed the 8-week evaluation visit.
Melanocortin Peptides for Diabetic Retinopathy. We
conducted preclinical studies with melanocortin peptides in
diabetic retinopathy models and have selected a peptide candidate
for further development work. We are working on a formulation for
administration. If results support advancing the program, we will
conduct required safety studies and manufacture drug product under
Good Manufacturing Practices regulations preparatory to filing an
Investigational New Drug application and initiating clinical
studies.
Ocular Research Programs. We are conducting research in
several additional ocular areas, including both front of the eye
and back of the eye indications, exploring use of our compounds to
treat additional indications.
Vyleesi for HSDD. Vyleesi, the registered trademark for
bremelanotide injection, was approved by the FDA on June 21, 2019
for the treatment of premenopausal women with acquired, generalized
HSDD. AMAG Pharmaceuticals, Inc. (“AMAG”), which had exclusively
licensed Vyleesi for North America, initiated sales and marketing
efforts for Vyleesi in the United States in August 2019, with a
national launch in September 2019. In July 2020, Palatin and AMAG
entered into a termination agreement, pursuant to which the license
agreement was terminated, Palatin regained all North America rights
for Vyleesi, and AMAG made a $12.0 million payment to Palatin at
closing and a $4.3 million payment to Palatin in the first quarter
of calendar 2021. Palatin assumed Vyleesi manufacturing agreements,
and AMAG transferred information, data and assets related
exclusively to Vyleesi, including existing inventory. AMAG provided
certain transition services to Palatin for a period to ensure
continued patient access to Vyleesi during the transition period,
for which Palatin reimbursed AMAG for the agreed upon costs of the
transition services.
Gross product sales of Vyleesi increased to $5.8 million in fiscal
2022, compared to $4.7 million in fiscal 2021, with gross product
sales in the fourth quarter ended June 30, 2022 increasing 79% over
the prior quarter and 91% over the comparable quarter in 2021. Net
sales of Vyleesi were $1.2 million in fiscal 2022, compared to
negative net sales of $0.3 million in fiscal 2021.
Pipeline Overview
The following chart illustrates the status of our drug development
programs and Vyleesi, which has been approved by the FDA for the
treatment of premenopausal women with acquired, generalized
HSDD.
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Our Strategy
Key elements of our business strategy include:
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Maximizing revenue from Vyleesi by marketing Vyleesi in the United
States, supporting our existing licensees for China and South
Korea, and licensing Vyleesi for the United States and additional
regions;
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Maintaining a team to create, develop and commercialize MCr
products addressing unmet medical needs;
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Entering into strategic alliances and partnerships with
pharmaceutical companies to facilitate the development,
manufacture, marketing, sale, and distribution of product
candidates that we are developing;
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Partially funding our product development programs with the cash
flow generated from Vyleesi and existing license agreements, as
well as any future research, collaboration, or license agreements;
and
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Completing development and seeking regulatory approval of certain
of our other product candidates.
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Corporate Information
We were incorporated under the laws of the State of Delaware on
November 21, 1986 and commenced operations in the biopharmaceutical
area in 1996. Our corporate offices are located at 4B Cedar Brook
Drive, Cedar Brook Corporate Center, Cranbury, New Jersey 08512,
and our telephone number is (609) 495-2200. We maintain a website
at http://www.palatin.com, where among other things, we make
available free of charge on and through this website our Forms 3, 4
and 5, annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports filed
or furnished pursuant to Section 13(a) or 15(d) and Section 16 of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. Our website and
the information contained in it or connected to it are not
incorporated into this prospectus or any prospectus supplement. The
reference to our website is an inactive textual reference only.
A certificate of amendment of Palatin’s articles of incorporation
for a 1-for-25 reverse split of Palatin’s issued and outstanding
common stock (the “Reverse Stock Split”) was effective as of 5:00
p.m. Eastern Time on August 30, 2022. Unless otherwise indicated,
all share numbers herein, including common stock and all securities
convertible into common stock, give effect to the Reverse Stock
Split.
Our common stock is listed on NYSE American under the symbol
“PTN”.
Palatin Technologies® and Vyleesi® are registered trademarks of the
Company, and Palatin™ and the Palatin logo are trademarks of the
Company. Other trademarks referred to in this prospectus are the
property of their respective owners.
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Risks Associated with Our Business and this
Offering
Our business and our ability to implement our business strategy are
subject to numerous risks, as more fully described in the section
of this prospectus entitled “Risk Factors” and under similar
headings in the applicable prospectus supplement, any related free
writing prospectus and the documents incorporated by reference
herein and therein. You should read these risks before you invest
in our securities. We may be unable, for many reasons, including
those that are beyond our control, to implement our business
strategy. Risks associated with our business include, among other
things:
Risks Related to Our Financial Results and Need for
Financing
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Our management has determined that there is substantial doubt about
our ability to continue as a going concern, which may hinder our
ability to obtain future financing.
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We have a history of substantial net losses, including a net loss
of $36.2 million for the year ended June 30, 2022, and expect to
incur substantial net losses over the next few years, and we may
never achieve or maintain profitability.
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We will need additional funding, including funding to complete
clinical trials for our product candidates, which additional
funding may not be available on acceptable terms, if at all.
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We
have a limited operating history upon which to base an investment
decision.
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Raising additional capital may cause dilution to existing
stockholders, restrict our operations, or require us to relinquish
rights.
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Risks Related to Our Business, Strategy, and
Industry
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The commercial success of Vyleesi for HSDD is a component of our
corporate strategy, but we and our licensees may never successfully
commercialize Vyleesi for HSDD or obtain approvals in countries
other than the United States.
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Production and supply of Vyleesi and our product supplies depend on
contract manufacturers over whom we do not have any control, and
there may not be adequate supplies of Vyleesi.
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The effect of COVID-19 and other possible pandemics and outbreaks
could result in material adverse effects on our clinical trials,
business, financial condition, and results of operations.
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Our agreement with Lonza Ltd. (“Lonza”) to manufacturer the Vyleesi
active drug ingredient expires December 31, 2022, and Lonza has
advised us that they will not renew our contract, but we remain in
discussions with Lonza on contract manufacturing. We are actively
evaluating potential new contract manufacturers for the Vyleesi
active drug ingredient, but selecting and validating a new contract
manufacturer will be a time consuming and costly process.
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Our product candidates other than Vyleesi, including PL9643 for dry
eye disease and PL8177 for the treatment of ulcerative colitis, are
still in the early stages of development and remain subject to
clinical testing and regulatory approval. If we are unable to
successfully develop and test our product candidates, we will not
be successful.
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If
clinical trials for our product candidates are prolonged or
delayed, we may be unable to commercialize our product candidates
on a timely basis, which would require us to incur additional costs
and delay our receipt of any revenue from potential product
sales
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Even if our product candidates receive regulatory approval in the
United States, they may never achieve market acceptance in the
United States or approval outside the United States, in which case
our business, financial condition and results of operations will be
materially adversely affected.
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If
side effects emerge that can be linked to Vyleesi or any of our
product candidates (either while they are in development or after
they are approved and on the market), we may be required to perform
lengthy additional clinical trials, change the labeling of any such
products, or withdraw such products from the market, any of which
would hinder or preclude our ability to generate revenues.
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Risks Related to Government
Regulation
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Both before and after marketing approval, our product candidates
are subject to ongoing regulatory requirements and, if we fail to
comply with these continuing requirements, we could be subject to a
variety of sanctions and the sale of any approved commercial
products could be suspended.
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The FDA has required that two postmarketing studies and a clinical
trial be conducted on Vyleesi, and our failure to timely complete
studies or the clinical trial, and any adverse outcomes of the
studies or trial, could result in withdrawal of Vyleesi from the
market.
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Risks Related to the Ownership of Our Common
Stock
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Our stock price is volatile and may fluctuate in a way that is
disproportionate to our operating performance. We expect it to
remain volatile, which could limit investors’ ability to sell stock
at a profit.
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Because we do not anticipate paying any cash dividends on our
common stock in the foreseeable future, capital appreciation, if
any, will be your sole source of gains.
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As
of September 22, 2022, there were 3,173,338 shares of common stock
underlying outstanding convertible preferred stock, options,
warrants, and restricted stock units. Stockholders may experience
dilution from the conversion of preferred stock, exercise of
outstanding options and vesting and delivery of restricted stock
units.
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The Offering
This prospectus is part of a registration statement on Form S-3
that we filed with the SEC utilizing a “shelf” registration
process. Under this process, we may sell any combination of the
securities described in this prospectus in one or more offerings up
to a total dollar amount of $100.0 million. This prospectus
provides you with a general description of the securities we may
offer. Each time we offer to sell securities under this prospectus,
we will provide a prospectus supplement containing specific
information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in
this prospectus. To the extent that any information we provide in a
prospectus supplement is inconsistent with information in this
prospectus, the information in the prospectus supplement will
modify or supersede this prospectus. You should read both this
prospectus and any prospectus supplement together with the
additional information described under the headings “Incorporation
of Information by Reference” and “Where You Can Find More
Information.”
You should rely only on the information contained or incorporated
by reference in this prospectus and in any prospectus supplement.
We have not authorized anyone to provide you with different
information. We are not offering the securities in any jurisdiction
where the offering is prohibited. You should not assume that the
information in this prospectus, any prospectus supplement or any
document incorporated by reference is truthful or complete at any
date other than the date mentioned on the cover page of those
documents.
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RISK
FACTORS
Investing in our securities involves a high degree of risk. Prior
to making a decision about investing in our securities, you should
carefully consider the specific risk factors discussed in the
sections entitled “Risk Factors” contained in our annual report on
Form 10-K for the fiscal year ended June 30, 2022 under the heading
“Item 1A. Risk Factors,” any subsequent annual report on Form 10-K,
and as described or may be described in any subsequent quarterly
report on Form 10-Q under the heading “Item 1A. Risk Factors,” as
well as in any applicable prospectus supplement and contained or to
be contained in our filings with the SEC and incorporated by
reference in this prospectus, together with all of the other
information contained in this prospectus, or any applicable
prospectus supplement.
For a description of these reports and documents, and information
about where you can find them, see “Where You Can Find More
Information” and “Incorporation of Information by Reference.” If
any of the risks or uncertainties described in our SEC filings or
any prospectus supplement or any additional risks and uncertainties
actually occur, our business, financial condition and results of
operations, as well as the value of an investment in our
securities, could be materially and adversely affected. In that
case, you might lose all or part of the value of your
investment.
NOTE
CONCERNING FORWARD-LOOKING STATEMENTS
In this prospectus, references to “we”, “us”, “our” or “Palatin”
means Palatin Technologies, Inc. and its subsidiary.
This prospectus and the documents incorporated by reference herein
contain forward-looking statements. The forward-looking statements
are contained principally in the sections entitled “Prospectus
Summary” and “Risk Factors” in this prospectus or the documents
incorporated herein by reference. These statements relate to future
events or to our future financial performance and involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements.
Forward-looking statements include, but are not limited to,
statements about:
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our significant operating losses since our inception and our need
to obtain additional financing has caused management to determine
there is substantial doubt regarding our ability to continue as a
going concern;
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our expectation that we will incur losses for the foreseeable
future and may never achieve or maintain profitability;
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our business, financial condition, and results of operations may be
adversely affected by global health epidemics, including the
COVID-19 pandemic, such as, for example, the increase in costs of
and delays in conducting human clinical trials and the performance
of our contractors and suppliers, reduction in our productivity or
the productivity of our contractors and suppliers, supply chain
constraints, and labor shortages;
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our ability to successfully
commercialize Vyleesi® (the trade name for bremelanotide) for the
treatment of premenopausal women with hypoactive sexual desire
disorder (“HSDD”) in the United States, which may be adversely
affected by delays or disruptions related to the ongoing COVID-19
pandemic and economic disruptions, including a decrease in
discretionary spending; |
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our ability to manage the
infrastructure to successfully manufacture, through contract
manufacturers, Vyleesi, and to successfully market and distribute
Vyleesi in the United States , including potentially qualifying a
new contract manufacturer for the Vyleesi active drug
ingredient; |
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our ability to meet postmarketing commitments of the U.S. Food and
Drug Administration (“FDA”);
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our expectations regarding the potential market size and market
acceptance for Vyleesi for HSDD in the United States and elsewhere
in the world;
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our expectations regarding performance of our exclusive licensees
of Vyleesi for the treatment of premenopausal women with HSDD,
which is a type of female sexual dysfunction (“FSD”),
including:
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Shanghai Fosun Pharmaceutical
Industrial Development Co. Ltd. (“Fosun”), a subsidiary of Shanghai
Fosun Pharmaceutical (Group) Co., Ltd., for the territories of the
People’s Republic of China, Taiwan, Hong Kong S.A.R. and Macau
S.A.R. (collectively, “China”); and |
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Kwangdong Pharmaceutical Co.,
Ltd. (“Kwangdong”) for the Republic of Korea (“Korea”); |
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our expectations and the ability of our licensees to timely obtain
approvals and successfully commercialize Vyleesi in countries other
than the United States;
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the results of clinical trials with our late stage products,
including PL9643, an ophthalmic peptide solution for dry eye
disease (“DED”), which entered Phase 3 clinical trials in the
fourth quarter of calendar year 2021, and PL8177, an oral peptide
formulation for treatment of ulcerative colitis, which entered
Phase 2 clinical trials in the third quarter of calendar year
2022;
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estimates of our expenses, future revenue and capital
requirements;
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our ability to achieve profitability;
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our ability to obtain additional financing on terms acceptable to
us, or at all, including unavailability of funds or delays in
receiving funds as a result of the ongoing COVID-19 pandemic and
economic disruptions;
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our ability to advance product candidates into, and successfully
complete, clinical trials;
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the initiation, timing, progress
and results of future preclinical studies and clinical trials, and
our research and development programs; |
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the timing or likelihood of
regulatory filings and approvals; |
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our expectations regarding the
clinical efficacy and utility of our melanocortin agonist product
candidates for treatment of inflammatory and autoimmune related
diseases and disorders, including ocular indications; |
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our ability to compete with other
products and technologies treating the same or similar indications
as our product candidates; |
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the ability of our third-party
collaborators to timely carry out their duties under their
agreements with us; |
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the ability of our contract
manufacturers to perform their manufacturing activities for us in
compliance with applicable regulations; |
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our ability to recognize the
potential value of our licensing arrangements with third
parties; |
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the potential to achieve revenues
from the sale of our product candidates; |
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our ability to obtain adequate
reimbursement from private insurers and other healthcare
payers; |
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our ability to maintain product
liability insurance at a reasonable cost or in sufficient amounts,
if at all; |
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the performance and retention of
our management team, senior staff professionals, other employees,
and third-party contractors and consultants; |
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the scope of protection we are able
to establish and maintain for intellectual property rights covering
our product candidates and technology in the United States and
throughout the world; |
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our compliance with federal and
state laws and regulations; |
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the timing and costs associated
with obtaining regulatory approval for our product candidates,
including delays and additional costs related to the ongoing
COVID-19 pandemic; |
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the impact of fluctuations in
foreign exchange rates; |
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the impact of any geopolitical
instability, economic uncertainty, financial markets volatility, or
capital markets disruption resulting from the ongoing military
conflict between Russia and Ukraine, and any resulting effects on
our revenue, financial condition, or results of operations; |
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the impact of legislative or
regulatory healthcare reforms in the United States; |
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our ability to adapt to changes in
global economic conditions as well as competing products and
technologies; and |
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our ability to remain listed on the
NYSE American stock exchange. |
In some cases, you can identify these statements by terms such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “should,” “will,”
“would” or the negative of those terms, and similar expressions
that convey uncertainty of future events or outcomes. These
forward-looking statements reflect our management’s beliefs and
views with respect to future events and are based on estimates and
assumptions as of the date of this prospectus and are subject to
risks and uncertainties. Moreover, we operate in a very competitive
and rapidly changing environment. New risks emerge from time to
time. It is not possible for our management to predict all risks,
nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any
forward-looking statements we may make. In addition, statements
that “we believe” and similar statements reflect our beliefs and
opinions on the relevant subject. These statements are based upon
information available to us as of the date of this prospectus, and
while we believe such information forms a reasonable basis for such
statements, such information may be limited or incomplete, and our
statements should not be read to indicate that we have conducted an
exhaustive inquiry into, or review of, all potentially available
relevant information. These statements are inherently uncertain.
Given these uncertainties, you should not place undue reliance on
these forward-looking statements.
You should carefully read this prospectus, any applicable
prospectus supplement, any related free writing prospectus, the
documents that we incorporate by reference into this prospectus and
the documents we reference in this prospectus and have filed as
exhibits to the registration statement, of which this prospectus is
a part, completely and with the understanding that our actual
future results may be materially different from what we expect. We
qualify all of the forward-looking statements in this prospectus by
these cautionary statements.
Except as required by law, we assume no obligation to update these
forward-looking statements publicly, or to update the reasons
actual results could differ materially from those anticipated in
any forward-looking statements, whether as a result of new
information, future events or otherwise.
THE
SECURITIES WE MAY OFFER
We may offer up to $100,000,000 of shares of our common stock,
preferred stock, debt securities, warrants, purchase contracts or
units in any combination of the foregoing, under this prospectus at
prices and on terms to be determined by market conditions at the
time of offering. This prospectus provides you with a general
description of the securities we may offer. Each time we offer a
type or series of securities, we will provide a prospectus
supplement that will describe the specific amounts, prices and
other important terms of the securities.
A prospectus supplement and any related free writing prospectus
that we may authorize to be provided to you also may add, update or
change information contained in this prospectus or in documents we
have incorporated by reference.
This prospectus may not be used to offer or sell securities
unless it is accompanied by a prospectus supplement.
We may sell the securities directly to investors or through agents,
underwriters, or dealers. We, and our agents, underwriters, or
dealers reserve the right to accept or reject all or part of any
proposed purchase of securities. If we do offer securities through
agents or underwriters, we will include in the applicable
prospectus supplement:
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the name of those agents or
underwriters; |
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applicable fees, discounts and
commissions to be paid to them; |
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details regarding options to
purchase additional securities, if any; and |
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the net proceeds to us. |
Common Stock
We may issue shares of our common stock from time to time. Holders
of our common stock are entitled to one vote per share on all
matters submitted to a vote of stockholders. Subject to any
preferences of any of our preferred stock that may be outstanding,
holders of our common stock are entitled to dividends when and if
declared by our board of directors.
Preferred Stock
Our board of directors has the authority, subject to limitations
prescribed by Delaware law, to issue preferred stock in one or more
series, to establish from time to time the number of shares to be
included in each series, and to fix or alter the rights,
preferences and privileges of the preferred stock, along with any
limitations or restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation
preferences of each class or series of preferred stock.
Each series of preferred stock, if issued, will be more fully
described in the particular prospectus supplement that will
accompany this prospectus, including redemption provisions, rights
in the event of our liquidation, dissolution or winding-up, voting
rights and rights to convert into common stock.
Warrants
We may issue warrants for the purchase of common stock or preferred
stock, in one or more series, from time to time. We may issue
warrants independently or together with common stock, preferred
stock or debt securities, and the warrants may be attached to or
separate from our common stock, preferred stock or debt securities.
In this prospectus, we have summarized certain general features of
the warrants. We urge you, however, to read the applicable
prospectus supplement (and any free writing prospectus that we may
authorize to be provided to you) related to the particular series
of warrants being offered, as well as the complete warrant
agreement and warrant certificate that contain the terms of the
warrants. We will file as an exhibit to the registration statement
of which this prospectus is a part, or will incorporate by
reference from reports that we file with the SEC, the form of
warrant agreement, including a form of warrant certificate, that
describes the terms of the particular series of warrants we are
offering before the issuance of the related series of warrants.
We will evidence each series of warrants by warrant certificates
that we will issue. Warrants may be issued under an applicable
warrant agreement that we enter into with a warrant agent. We will
indicate the name and address of the warrant agent, if applicable,
in the prospectus supplement relating to the particular series of
warrants being offered.
Debt Securities
We may offer secured or unsecured obligations in the form of one or
more series of debt securities, which may be senior, senior
subordinated or subordinated obligations. Any subordinated debt
securities generally will be entitled to payment only after payment
of our senior debt. Senior debt generally includes all debt for
money borrowed by us, except debt that is stated in the instrument
governing the terms of that debt to be not senior to, or to have
the same rank in right of payment as, or to be expressly junior to,
the subordinated debt securities. We may issue debt securities that
are convertible into shares of our common stock or preferred
stock.
The debt securities will be issued under an indenture, as
supplemented by a resolution of our board of directors, an
officer’s certificate or a supplemental indenture, between us and a
trustee. We have summarized the general features of the debt
securities to be governed by the indenture. The indenture has been
filed as an exhibit to the registration statement of which this
prospectus forms a part. We encourage you to read the indenture.
Instructions on how you can get copies of this document are
provided under the heading “Where You Can Find More
Information.”
Purchase Contracts
We may issue purchase contracts for the purchase or sale of:
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debt or equity securities issued by us or securities of third
parties, a basket of such securities, an index or indices or such
securities;
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or any combination of the above as
specified in the applicable prospectus supplement; |
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currencies; or |
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commodities. |
Each purchase contract will entitle the holder thereof to purchase
or sell, and obligate us to sell or purchase, on specified dates,
such securities, currencies, or commodities at a specified purchase
price, which may be based on a formula, all as set forth in the
applicable prospectus supplement. We may, however, satisfy our
obligations, if any, with respect to any purchase contract by
delivering the cash value of such purchase contract or the cash
value of the property otherwise deliverable or, in the case of
purchase contracts on underlying currencies, by delivering the
underlying currencies, as set forth in the applicable prospectus
supplement. The applicable prospectus supplement will also specify
the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions relating
to the settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to
the holders thereof or vice versa, which payments may be deferred
to the extent set forth in the applicable prospectus supplement,
and those payments may be unsecured or prefunded on some basis. The
purchase contracts may require the holders thereof to secure their
obligations in a specified manner to be described in the applicable
prospectus supplement. Alternatively, purchase contracts may
require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such
pre-paid purchase contracts on the relevant settlement date may
constitute indebtedness. Accordingly, pre-paid purchase contracts
will be issued under the applicable indenture.
Units
We may issue units comprised of one or more of the other classes of
securities issued by us as described in this prospectus in any
combination. Each unit will be issued so that the holder of the
unit is also the holder of each security included in the unit.
USE OF
PROCEEDS
Except as described in any prospectus supplement or in any related
free writing prospectus that we may authorize to be provided to
you, we currently intend to use the net proceeds from the sale of
securities under this prospectus for general corporate purposes. We
may also use a portion of the net proceeds to invest in or acquire
businesses that we believe are complementary to our own, although
we have no current plans, commitments, or agreements with respect
to any acquisitions. As of the date of this prospectus, we cannot
specify with certainty all of the particular uses of the proceeds
from the sale of securities under this prospectus. Accordingly, we
will retain broad discretion over the use of such proceeds. Pending
the use of the net proceeds from the sale of securities under this
prospectus as described above, we intend to invest the net proceeds
in investment-grade, interest-bearing instruments.
DESCRIPTION OF
SECURITIES
Our restated certificate of incorporation, as amended (the
“Certificate of Incorporation”), authorizes us to issue up to
300,000,000 shares of common stock, par value $0.01 per share, and
10,000,000 shares of preferred stock, par value $0.01 per share. As
of September 22, 2022, we had 9,290,481 shares of common stock
outstanding, 3,173,338 shares of common stock underlying
outstanding convertible preferred stock, options, and restricted
stock units, and 9,004,030 shares of preferred stock
outstanding.
The following summary description of our capital stock is based on
the provisions of our Certificate of Incorporation, our amended and
restated bylaws (“Bylaws”) and the applicable provisions of the
Delaware General Corporation Law, or DGCL. This information is
qualified entirely by reference to the applicable provisions of our
Certificate of Incorporation, Bylaws and the DGCL.
For information on how to obtain copies of our Certificate of
Incorporation and Bylaws, which are exhibits to the registration
statement of which this prospectus is a part, see “Where You Can
Find More Information” and “Incorporation of Information by
Reference.”
Common Stock
The following description of our common stock is intended as a
summary only and is qualified in its entirety by reference to our
Certificate of Incorporation and Bylaws, which are filed as
exhibits to the registration statement of which this prospectus
forms a part. We have the authority to issues up to 300,000,000
shares of our common stock, par value $0.01 per share. As of
September 22, 2022, there were 9,290,481 shares of common stock
issued and outstanding; 2,629 shares of common stock issuable upon
the conversion of our immediately convertible Series A Convertible
Preferred Stock, subject to adjustment, for no further
consideration; 1,200,000 shares of common stock issuable upon the
conversion of our immediately convertible Series B Convertible
Preferred Stock, for no further consideration; 133,333 shares of
common stock issuable upon the conversion of our immediately
convertible Series C Convertible Preferred Stock, for no further
consideration; 1,143,774 shares issuable upon the exercise of stock
options at a weighted-average exercise price of $15.95 per share;
282,774 shares issuable under restricted stock units which vested
or will vest on dates between June 16, 2022 and June 22, 2026;
344,162 shares of common stock which have vested under restricted
stock unit agreements, but are subject to provisions to delay
delivery; and 66,666 shares of common stock issuable upon the
exercise of warrants at a warrant exercise price of $12.50.
Voting Rights
Holders of our common stock are entitled to one vote per share on
all matters requiring a vote of the stockholders, including the
election of directors. Holders of our common stock do not have
cumulative voting rights.
Liquidation
In the event of a liquidation, dissolution, or winding up of the
Company, the holders of our common stock are entitled to share
pro-rata all assets remaining after payment in full of all
liabilities, subject to prior distribution rights of preferred
stock or debt, if any, then-outstanding.
Dividend Rights
Holders of our common shares are entitled to share ratably in
dividends, if any, as may be declared from time to time by our
board of directors in its discretion from funds legally available
therefore, subject to preferences that may be applicable to our
preferred stock, if any, then-outstanding. Dividends, if any, will
be contingent upon our revenues and earnings, if any, capital
requirements, and financial conditions. We intend to retain
earnings, if any, for use in our business operations and
accordingly, our board of directors does not anticipate declaring
any dividends in the foreseeable future.
Other Rights and Restrictions
Our common shares have no preemptive or conversion rights or other
subscription rights. There are no redemption or sinking fund
provisions applicable to our common shares.
Fully Paid and Nonassessable
All of our outstanding shares of common stock are, and the shares
of common stock to be issued in any offering under this prospectus
will be, fully paid and nonassessable.
Transfer Agent
The transfer agent for our common stock is American Stock Transfer
& Trust Company, located at 6201 15th Avenue, Brooklyn, New
York 11219. Their telephone number is (800) 937-5449.
Preferred Stock
We have the authority to issue up to 10,000,000 shares of “blank
check” preferred stock, $0.01 par value per share. As of September
22, 2022, there were outstanding 4,030 shares of Series A
Convertible Preferred Stock (“Series A Preferred Stock”), 8,100,000
shares of Series B Convertible Redeemable Preferred Stock (“Series
B Preferred Stock”) and 900,000 shares of Series C Convertible
Redeemable Preferred Stock (“Series C Preferred Stock”).
Series A Preferred Stock
As of September 22, 2022, 4,030 shares of our preferred stock were
designated as Series A Preferred Stock, of which all shares were
outstanding. The description of preferred stock provisions set
forth below is not complete and is subject to and qualified in its
entirety by reference to our Certificate of Incorporation and the
certificate of designations relating to the Series A Preferred
Stock.
Each share of Series A Preferred Stock is convertible at any time,
at the option of the holder, into the number of shares of common
stock equal to $100 divided by the conversion price, as defined in
the Series A certificate of designations. The current conversion
price is $152.50, so each share of Series A Preferred Stock is
currently convertible into approximately .66 shares of common
stock.
We may, at our option, cause the conversion of the Series A
Preferred Stock, in whole or in part, on a pro rata basis, into
common stock, if the closing bid price of the common stock has
exceeded 200% of the conversion price for at least 20 trading days
in any 30 consecutive trading day period, ending three days prior
to the date of mandatory conversion.
The conversion price decreases if we sell common stock (or
equivalents) for a price per share less than the conversion price
or less than the market price of the common stock, subject to
certain exceptions. The conversion price is also subject to
adjustment upon the occurrence of a merger, reorganization,
consolidation, reclassification, stock dividend or stock split
which results in an increase or decrease in the number of shares of
common stock outstanding.
We may not pay a dividend or make any distribution to holders of
any other capital stock unless and until we first pay a special
dividend or distribution of $100 per share to the holders of Series
A Preferred Stock.
Upon (i) liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary, (ii) sale or other disposition of
all or substantially all of the assets of the Company, or (iii) any
consolidation, merger, combination, reorganization or other
transaction in which Palatin is not the surviving entity or in
which the shares of common stock constituting in excess of 50% of
the voting power of the Company are exchanged for or changed into
other stock or securities, cash and/or any other property, after
payment or provision for payment of the debts and other liabilities
of the Company, the holders of Series A Preferred Stock will be
entitled to receive, pro rata and in preference to the holders of
any other capital stock, an amount per share equal to $100 plus
accrued but unpaid dividends, if any.
Each holder of Series A Preferred Stock has the number of votes
equal to the number of shares of common stock issuable upon
conversion of the holder’s Series A Preferred Stock at the record
date for determination of the stockholders entitled to vote or, if
no record date is established, at the date a vote is taken. Except
as provided above or as required by applicable law, the holders of
the Series A Preferred Stock are entitled to vote together with the
holders of the common stock and not as a separate class.
Series B and C Preferred Stock
As of September 22, 2022, 8,100,000 shares of our preferred stock
were designated as Series B Preferred Stock, of which all shares
were outstanding, and 900,000 shares of our preferred stock were
designated as Series C Preferred Stock, of which all shares were
outstanding. The description of preferred stock provisions set
forth below is not complete and is subject to and qualified in its
entirety by reference to our Certificate of Incorporation and the
certificates of designations relating to the Series B and C
Preferred Stock.
The Preferred Stock has a stated value of $1.666667 per share and
is convertible into an aggregate of 1,333,333 shares of common
stock of the Company at a conversion price of $11.25. The holders
of the Preferred Stock may alternatively elect to redeem to redeem
for cash in an amount equal to the stated value or convert to
notes, having an aggregate principal amount equal to the stated
value. The purchasers of the Preferred Stock also received warrants
to purchase up to 66,666 shares of common stock at an exercise
price of $12.50 per share, which expire 48 months following
issuance.
The holders of the Series B and C Preferred Stock will be entitled
to dividends, on an as-if converted basis, equal to and in the same
form as dividends actually paid on shares of common stock, when and
if actually paid.
Upon any liquidation, dissolution or winding-up of the Company,
whether voluntary or involuntary (a “Liquidation”), the then
holders of the Series B and C Preferred Stock shall be entitled to
receive out of the assets of the Company available for distribution
to stockholders an amount per share equal to the stated value of
each outstanding shares of Series B and C Preferred Stock plus an
amount equal to any dividends that have been declared on such share
but not yet paid.
The Series B and C Preferred Stock has no voting rights, except
that the Series B and C Preferred Stock had the right to vote, with
the holders of common stock and any other class or series of
capital stock of the Company entitled to vote on such matter, as a
single class, with each share of Series B and C Preferred Stock
entitled to vote on an as-converted basis on a resolution presented
to stockholders at the annual meeting held on June 24, 2022, for
the purpose of obtaining approval of a proposed amendment to the
Company’s Certificate of Incorporation to effect a reverse split of
the outstanding shares of the Common Stock at a ratio then to be
determined.
Other Preferred Stock
The board of directors has the right, without the consent of
holders of common stock, to designate and issue one or more series
of preferred stock, which may be convertible into common stock at a
ratio determined by the board. A series of preferred stock may bear
rights superior to common stock as to voting, dividends,
redemption, distributions in liquidation, dissolution, or winding
up, and other relative rights and preferences. The board may set
the following terms of any series of preferred stock (which will be
specified in the applicable prospectus supplement):
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the number of shares constituting
the series and the distinctive designation of the series; |
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dividend rates, whether dividends
are cumulative, and, if so, from what date and the relative rights
of priority of payment of dividends; |
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voting rights and the terms of the
voting rights; |
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conversion privileges and the terms
and conditions of conversion, including provision for adjustment of
the conversion rate; |
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redemption rights and the terms and
conditions of redemption, including the date or dates upon or after
which shares may be redeemable, and the amount per share payable in
case of redemption, which may vary under different conditions and
at different redemption dates; |
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sinking fund provisions for the
redemption or purchase of shares; |
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rights in the event of voluntary or
involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority of payment;
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any other relative powers,
preferences, rights, privileges, qualifications, limitations and
restrictions of the series. |
Dividends on outstanding shares of preferred stock will be paid or
declared and set apart for payment before any dividends may be paid
or declared and set apart for payment on the common stock with
respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or
winding up of the corporation, the assets available for
distribution to holders of preferred stock are insufficient to pay
the full preferential amount to which the holders are entitled,
then the available assets will be distributed ratably among the
shares of all series of preferred stock in accordance with the
respective preferential amounts (including unpaid cumulative
dividends, if any) payable with respect to each series.
Holders of preferred stock will not be entitled to preemptive
rights to purchase or subscribe for any shares of any class of
capital stock of the corporation. The preferred stock will, when
issued, be fully paid and non-assessable. The rights of the holders
of preferred stock will be subordinate to those of our general
creditors.
Penny Stock Regulations
The SEC has adopted regulations that generally define “penny stock”
to be an equity security that has a market price of less than $5.00
per share. Our common stock may at some point fall within the
definition of penny stock and be subject to rules that impose
additional sales practice requirements on broker-dealers who sell
such securities to persons other than established customers and
accredited investors (as defined under the Securities Act).
For transactions covered by these rules, the broker-dealer must
make a special suitability determination for the purchase of such
securities and have received the purchaser’s prior written consent
to the transaction. Additionally, for any transaction, other than
exempt transactions, involving a penny stock, the rules require the
delivery, prior to the transaction, of a risk disclosure document
mandated by the SEC relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both
the broker-dealer and the registered representative, current
quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the
broker-dealer’s presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited
market in penny stocks. Consequently, the “penny stock” rules, if
applicable to the Company, may restrict the ability of
broker-dealers to sell our common stock and may affect the ability
of investors to sell their common stock in the secondary
market.
Anti-Takeover Effects of Provisions of Our Certificate of
Incorporation, Our Bylaws and Delaware Law
Certain provisions of Delaware law and our Certificate of
Incorporation and Bylaws could make more difficult the acquisition
of us by means of a tender offer or otherwise, and the removal of
incumbent officers and directors. These provisions are expected to
discourage certain types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to
acquire control of us.
Certificate of Incorporation
Our Certificate of Incorporation authorizes the issuance of up to
10,000,000 shares of preferred stock, par value $.01 per share, of
which 4,030 shares are currently issued and designated as Series A
Preferred Stock, 8,100,000 shares are currently issued and
designated as Series B Preferred Stock, and 900,000 shares are
currently issued and designated as Series C Preferred Stock. The
board of directors has the authority, without further approval of
the stockholders, to issue and determine the rights and preferences
of other series of preferred stock, except as limited by the
certificate of designation for the Series A Preferred Stock. The
board could issue one or more series of preferred stock with
voting, conversion, dividend, liquidation, or other rights which
would adversely affect the voting power and ownership interest of
holders of common stock. This authority may have the effect of
deterring hostile takeovers, delaying or preventing a change in
control, and discouraging bids for our common stock at a premium
over the market price.
Additionally, our Certificate of Incorporation and Bylaws allow the
Company’s board of directors to establish the size of the board and
fill vacancies on the board created by an increase in the number of
directors and to provide that the Bylaws may be amended by the
board of directors without stockholder approval.
Section 203 of the Delaware General Corporation
Law
We are subject to Section 203 of the DGCL, which, subject to
certain exceptions, prohibits a Delaware corporation from engaging
in any business combination with any interested stockholder for a
period of three years following the time that such stockholder
became an interested stockholder, unless:
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prior to such time, the board of
directors approved either the business combination or the
transaction that resulted in the stockholder becoming an interested
holder; |
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upon consummation of the
transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the
number of shares outstanding those shares owned (a) by persons who
are directors and also officers and (b) by employee stock plans in
which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or |
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at or subsequent to such time, the
business combination is approved by the board of directors and
authorized at an annual or special meeting of stockholders, and not
by written consent, by the affirmative vote of at least two thirds
of the outstanding voting stock which is not owned by the
interested stockholder. |
In general, Section 203 defines “business combination” to include
the following:
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any merger or consolidation
involving the corporation and the interested stockholder; |
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any sale, transfer, pledge or other
disposition of 10% or more of the assets of the corporation
involving the interested stockholder; |
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subject to certain exceptions, any
transaction that results in the issuance or transfer by the
corporation of any stock of the corporation to the interested
stockholder; |
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any transaction involving the
corporation that has the effect of increasing the proportionate
share of the stock or any class or series of the corporation
beneficially owned by the interested stockholder; or |
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the receipt by the interested
stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the
corporation. |
In general, Section 203 defines “interested stockholder” as an
entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated
with or controlling or controlled by such entity or person.
Indemnification and Limitation of
Liability
Our Certificate of Incorporation and Bylaws require us to indemnify
our directors, officers, employees and agents against the costs
(including fines, judgments and attorney fees) from involvement in
legal proceedings arising from their position or service, provided
that the person seeking indemnification acted:
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in good faith; |
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in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the
corporation; and, |
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with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. |
The Certificate of Incorporation and Bylaws allow us to buy
indemnification insurance for this purpose.
Our Certificate of Incorporation provides that, to the fullest
extent permissible under Delaware law, no director shall be
personally liable to the corporation or its stockholders for
monetary damages for breach of a fiduciary duty as a director.
However, this provision does not eliminate the duty of care, and in
appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary relief that will remain available under
Delaware law. In addition, each director will continue to be
subject to liability for (a) breach of the director’s duty of
loyalty to us or our stockholders, (b) acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (c) violating Section 174 of the DGCL, or (d) any
transaction from which the director derived an improper personal
benefit. The provision also does not affect a director’s
responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
Description of Debt Securities
The following description, together with the additional information
we include in any applicable prospectus supplement, summarizes the
material terms and provisions of the debt securities that we may
offer under this prospectus. While the terms we have summarized
below will apply generally to any future debt securities we may
offer, we will describe the particular terms of any debt securities
that we may offer in more detail in the applicable prospectus
supplement. The terms of any debt securities we offer under a
prospectus supplement may differ from the terms we describe
below.
We may issue debt securities from time to time, in one or more
series, pursuant to an indenture that we will enter into with the
trustee named in the indenture and the applicable prospectus
supplement. The indenture will be qualified under the Trust
Indenture Act of 1939, as amended, or the Trust Indenture Act. We
have filed the form of indenture as an exhibit to the registration
statement of which this prospectus is a part, and supplemental
indentures and forms of debt securities containing the terms of the
debt securities being offered will be filed as exhibits to the
registration statement of which this prospectus is a part or will
be incorporated by reference from reports that we file with the
SEC. The indenture will be subject to any amendments or supplements
that we may enter into with the trustee named in the indenture. You
should read the summary below, the applicable prospectus supplement
and the provisions of the applicable indenture and any related
security documents, if any, in their entirety before investing in
our debt securities.
The following summary of material provisions of the debt securities
and the indenture is subject to, and qualified in its entirety by
reference to, all of the provisions of the indenture applicable to
a particular series of debt securities. We urge you to read the
applicable prospectus supplements and any related free writing
prospectuses related to the debt securities that we may offer under
this prospectus, as well as the complete indenture that contains
the terms of the debt securities.
We will describe in each prospectus supplement the following terms
relating to a series of debt securities:
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the title; |
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the principal amount being offered,
and if a series, the total amount authorized and the total amount
outstanding; |
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any limit on the amount that may be
issued; |
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whether or not we will issue the
series of debt securities in global form, and if so, the terms and
who the depository will be; |
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the maturity date; |
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the principal amount due at
maturity, and whether the debt securities will be issued with an
original issue discount; |
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whether and under what
circumstances, if any, we will pay additional amounts on any debt
securities held by a person who is not a United States person for
tax purposes, and whether we can redeem the debt securities if we
have to pay such additional amounts; |
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the annual interest rate, which may
be fixed or variable, or the method for determining the rate and
the date interest will begin to accrue, the dates interest will be
payable and the regular record dates for interest payment dates or
the method for determining such dates; |
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whether or not the debt securities
will be secured or unsecured, and the terms of any secured
debt; |
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the terms of the subordination of
any series of subordinated debt; |
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the place where payments will be
payable; |
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restrictions on transfer, sale or
other assignment, if any; |
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our right, if any, to defer payment
of interest and the maximum length of any such deferral
period; |
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the date, if any, after which the
conditions upon which, and the price at which, we may, at our
option, redeem the series of debt securities pursuant to any
optional or provisional redemption provisions and the terms of
those redemptions provisions; |
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the date, if any, on which, and the
price at which we are obligated, pursuant to any mandatory sinking
fund or analogous fund provisions or otherwise, to redeem, or at
the holder’s option to purchase, the series of debt securities and
the currency or currency unit in which the debt securities are
payable; |
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whether the indenture will restrict
our ability to pay dividends, or will require us to maintain any
asset ratios or reserves; |
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whether we will be restricted from
incurring any additional indebtedness, issuing additional
securities, or entering into a merger, consolidation or sale of our
business; |
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a discussion of any material or
special United States federal income tax considerations applicable
to the debt securities; |
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information describing any
book-entry features; |
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provisions for a sinking fund
purchase or other analogous fund, if any; |
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any provisions for payment of
additional amounts for taxes and any provision for redemption, if
we must pay such additional amount with respect to any debt
security; |
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whether the debt securities are to
be offered at a price such that they will be deemed to be offered
at an “original issue discount” as defined in paragraph (a) of
Section 1273 of the Internal Revenue Code; |
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the denominations in which we will
issue the series of debt securities, if other than denominations of
$1,000 and any integral multiple thereof; |
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the terms on which a series of debt
securities may be convertible into or exchangeable for our common
stock, any other of our securities or securities of a third party,
and whether conversion or exchange is mandatory, at the option of
the holder or at our option; |
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events of default; |
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whether we and/or the debenture
trustee may change an indenture without the consent of any
holders; |
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the form of debt security and how
it may be exchanged and transferred; |
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descriptions of the debenture
trustee and paying agent, and the method of payments; and |
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any other specific terms,
preferences, rights or limitations of, or restrictions on, the debt
securities, including any additional events of default or covenants
provided with respect to the debt securities, and any terms which
may be required by us or advisable under applicable laws or
regulations. |
Specific indentures will contain additional important terms and
provisions and will be incorporated by reference as an exhibit to
the registration statement that includes this prospectus, or as an
exhibit to a report filed under the Exchange Act, incorporated by
reference in this prospectus.
Description of Warrants
We may issue warrants for the purchase of common stock or preferred
stock, in one or more series. We may issue warrants independently
or together with common stock, preferred stock or debt securities,
and the warrants may be attached to or separate from our common
stock, preferred stock or debt securities. While the terms
summarized below will apply generally to any warrants that we may
offer, we will describe the particular terms of any series of
warrants in more detail in the applicable prospectus supplement.
The terms of any warrants offered under a prospectus supplement may
differ from the terms described below.
We will file as an exhibit to the registration statement of which
this prospectus is a part, or will incorporate by reference from
reports that we file with the SEC, the form of warrant agreement,
including a form of warrant certificate, that describes the terms
of the particular series of warrants we are offering before the
issuance of the related series of warrants. The following summaries
of material provisions of the warrants and the warrant agreements
are subject to, and qualified in their entirety by reference to,
all the provisions of the warrant agreement and warrant certificate
applicable to the particular series of warrants that we may offer
under this prospectus. We urge you to read the applicable
prospectus supplements related to the particular series of warrants
that we may offer under this prospectus, as well as any related
free writing prospectuses, and the complete warrant agreements and
warrant certificates that contain the terms of the warrants.
General
We will describe in the applicable prospectus supplement the terms
of the series of warrants being offered, including:
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the offering price and aggregate
number of warrants offered; |
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the currency for which the warrants
may be purchased; |
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if applicable, the number of
warrants issued with each share of common stock or preferred stock,
or with the principal amount of any debt security; |
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if applicable, the date on and
after which the warrants and the related shares will be separately
transferable; |
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the number of shares of common
stock or preferred stock purchasable upon the exercise of one
warrant and the price at which these shares may be purchased upon
such exercise; |
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the effect of any merger,
consolidation, sale or other disposition of our business on the
warrant agreements and the warrants; |
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the terms of any rights to redeem
or call the warrants; |
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any provisions for changes to or
adjustments in the exercise price or number of shares issuable upon
exercise of the warrants; |
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the dates on which the right to
exercise the warrants will commence and expire; |
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the manner in which the warrant
agreements and warrants may be modified; and |
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any other specific terms,
preferences, rights or limitations of or restrictions on the
warrants. |
Before exercising their warrants, holders of warrants will not have
any of the rights of holders of common stock or preferred stock
purchasable upon such exercise, including the right to receive
dividends, if any, or, payments upon our liquidation, dissolution
or winding up or to exercise voting rights.
Exercise of Warrants
Each warrant will entitle the holder to purchase the number of
shares of common stock or preferred stock that we specify in the
applicable prospectus supplement at the exercise price that we
describe in the applicable prospectus supplement. Unless we
otherwise specify in the applicable prospectus supplement, holders
of the warrants may exercise the warrants at any time up to the
specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on
the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering the
warrant certificate representing the warrants to be exercised
together with specified information and paying the required amount
to the warrant agent in immediately available funds, as provided in
the applicable prospectus supplement. We will set forth on the
reverse side of the warrant certificate and in the applicable
prospectus supplement the information that the holder of the
warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the
shares purchasable upon such exercise. If fewer than all of the
warrants represented by the warrant certificate are exercised, then
we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender securities as all
or part of the exercise price for warrants.
Governing Law
Unless we provide otherwise in the applicable prospectus
supplement, the warrants and warrant agreements will be governed by
and construed in accordance with the laws of the State of New
York.
Enforceability of Rights by Holders of
Warrants
Each warrant agent will act solely as our agent under the
applicable warrant agreement and will not assume any obligation or
relationship of agency or trust with any holder of any warrant. A
single bank or trust company may act as warrant agent for more than
one issue of warrants. A warrant agent will have no duty or
responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility
to initiate any proceedings at law or otherwise, or to make any
demand upon us. Any holder of a warrant may, without the consent of
the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and
receive the securities purchasable upon exercise of, its
warrants.
Description of Purchase Contracts
We may issue purchase contracts for the purchase or sale of:
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debt or equity securities issued by
us or securities of third parties, a basket of such securities, an
index or indices or such securities; |
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or any combination of the above as
specified in the applicable prospectus supplement; |
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currencies; or |
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commodities. |
Each purchase contract will entitle the holder thereof to purchase
or sell, and obligate us to sell or purchase, on specified dates,
such securities, currencies or commodities at a specified purchase
price, which may be based on a formula, all as set forth in the
applicable prospectus supplement. We may, however, satisfy our
obligations, if any, with respect to any purchase contract by
delivering the cash value of such purchase contract or the cash
value of the property otherwise deliverable or, in the case of
purchase contracts on underlying currencies, by delivering the
underlying currencies, as set forth in the applicable prospectus
supplement. The applicable prospectus supplement will also specify
the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions relating
to the settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to
the holders thereof or vice versa, which payments may be deferred
to the extent set forth in the applicable prospectus supplement,
and those payments may be unsecured or prefunded on some basis. The
purchase contracts may require the holders thereof to secure their
obligations in a specified manner to be described in the applicable
prospectus supplement. Alternatively, purchase contracts may
require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such
pre-paid purchase contracts on the relevant settlement date may
constitute indebtedness. Accordingly, pre-paid purchase contracts
will be issued under the applicable indenture.
Description of Units
We may issue units comprised of one or more of the other classes of
securities described in this prospectus in any combination. Each
unit will be issued so that the holder of the unit is also the
holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each
included security. The units may be issued under unit agreements to
be entered into between us and a unit agent, as detailed in the
prospectus supplement relating to the units being offered. The
prospectus supplement will describe:
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the designation and terms of the
units and of the securities comprising the units, including whether
and under what circumstances the securities comprising the units
may be held or transferred separately; |
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a description of the terms of any
unit agreement governing the units; |
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a description of the provisions for
the payment, settlement, transfer or exchange of the units; |
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a discussion of material federal
income tax considerations, if applicable; and |
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whether the units if issued as a
separate security will be issued in fully registered or global
form. |
The descriptions of the units in this prospectus and in any
prospectus supplement are summaries of the material provisions of
the applicable unit agreements. These descriptions do not restate
those unit agreements in their entirety and may not contain all the
information that you may find useful. We urge you to read the
applicable unit agreements because they, and not the summaries,
define your rights as holders of the units. For more information,
please review the forms of the relevant unit agreements, which will
be filed with the SEC promptly after the offering of units and will
be available as described in the section titled “Where You Can Find
More Information.”
LEGAL OWNERSHIP OF
SECURITIES
We can issue securities in registered form or in the form of one or
more global securities. We describe global securities in greater
detail below. We refer to those persons who have securities
registered in their own names on the books that we or any
applicable trustee, depository or warrant agent maintain for this
purpose as the “holders” of those securities. These persons are the
legal holders of the securities. We refer to those persons who,
indirectly through others, own beneficial interests in securities
that are not registered in their own names, as “indirect holders”
of those securities.
As we discuss below, indirect holders are not legal holders, and
investors in securities issued in book-entry form or in street name
will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify
in the applicable prospectus supplement. This means securities may
be represented by one or more global securities registered in the
name of a financial institution that holds them as depositary on
behalf of other financial institutions that participate in the
depositary’s book-entry system. These participating institutions,
which are referred to as participants, in turn hold beneficial
interests in the securities on behalf of themselves or their
customers.
Only the person in whose name a security is registered is
recognized as the holder of that security. Securities issued in
global form will be registered in the name of the depositary or its
participants. Consequently, for securities issued in global form,
we will recognize only the depositary as the holder of the
securities, and we will make all payments on the securities to the
depositary. The depositary passes along the payments it receives to
its participants, which in turn pass the payments along to their
customers who are the beneficial owners. The depositary and its
participants do so under agreements they have made with one another
or with their customers; they are not obligated to do so under the
terms of the securities.
As a result, investors in a book-entry security will not own
securities directly. Instead, they will own beneficial interests in
a global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system
or holds an interest through a participant. As long as the
securities are issued in global form, investors will be indirect
holders, and not holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities in
non-global form. In these cases, investors may choose to hold their
securities in their own names or in “street name.” Securities held
by an investor in street name would be registered in the name of a
bank, broker or other financial institution that the investor
chooses, and the investor would hold only a beneficial interest in
those securities through an account he or she maintains at that
institution.
For securities held in street name, we will recognize only the
intermediary banks, brokers and other financial institutions in
whose names the securities are registered as the holders of those
securities, and we will make all payments on those securities to
them. These institutions pass along the payments they receive to
their customers who are the beneficial owners, but only because
they agree to do so in their customer agreements or because they
are legally required to do so. Investors who hold securities in
street name will be indirect holders, not holders, of those
securities.
Legal Holders
Our obligations, as well as the obligations of any applicable
trustee and of any third parties employed by us or a trustee, run
only to the legal holders of the securities. We do not have
obligations to investors who hold beneficial interests in global
securities, in street name or by any other indirect means. This
will be the case whether an investor chooses to be an indirect
holder of a security or has no choice because we are issuing the
securities only in global form.
For example, once we make a payment or give a notice to the holder,
we have no further responsibility for the payment or notice even if
that holder is required, under agreements with depositary
participants or customers or by law, to pass it along to the
indirect holders but does not do so.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker or other financial
institution, either in book-entry form or in street name, you
should check with your own institution to find out:
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how it handles securities payments
and notices; |
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whether it imposes fees or
charges; |
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how it would handle a request for
the holders’ consent, if ever required; |
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whether and how you can instruct it
to send you securities registered in your own name so you can be a
holder, if that is permitted in the future; |
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how it would exercise rights under
the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and |
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if the securities are in book-entry
form, how the depositary’s rules and procedures will affect these
matters. |
Global Securities
A global security is a security that represents one or any other
number of individual securities held by a depositary. Generally,
all securities represented by the same global securities will have
the same terms.
Each security issued in book-entry form will be represented by a
global security that we deposit with and register in the name of a
financial institution or its nominee that we select. The financial
institution that we select for this purpose is called the
depositary. Unless we specify otherwise in the applicable
prospectus supplement, the Depository Trust Company, or DTC, will
be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or registered in the
name of anyone other than the depositary, its nominee or a
successor depositary, unless special termination situations arise.
We describe those situations below under “—Special Situations When
a Global Security Will Be Terminated.” As a result of these
arrangements, the depositary, or its nominee, will be the sole
registered owner and holder of all securities represented by a
global security, and investors will be permitted to own only
beneficial interests in a global security. Beneficial interests
must be held by means of an account with a broker, bank or other
financial institution that in turn has an account with the
depositary or with another institution that does. Thus, an investor
whose security is represented by a global security will not be a
holder of the security, but only an indirect holder of a beneficial
interest in the global security.
If the prospectus supplement for a particular security indicates
that the security will be issued in global form only, then the
security will be represented by a global security at all times
unless and until the global security is terminated. If termination
occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held
through any book-entry clearing system.
Special Considerations for Global Securities
As an indirect holder, an investor’s rights relating to a global
security will be governed by the account rules of the investor’s
financial institution and of the depositary, as well as general
laws relating to securities transfers. We do not recognize an
indirect holder as a holder of securities and instead deal only
with the depositary that holds the global security.
If securities are issued only in the form of a global security, an
investor should be aware of the following:
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An investor cannot cause the
securities to be registered in his or her name and cannot obtain
non-global certificates for his or her interest in the securities,
except in the special situations we describe below. |
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An investor will be an indirect
holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights
relating to the securities, as we describe above. |
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An investor may not be able to sell
interests in the securities to some insurance companies and to
other institutions that are required by law to own their securities
in non-book-entry form. |
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An investor may not be able to
pledge his or her interest in a global security in circumstances
where certificates representing the securities must be delivered to
the lender or other beneficiary of the pledge in order for the
pledge to be effective. |
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The depositary’s policies, which
may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a
global security. We and any applicable trustee have no
responsibility for any aspect of the depositary’s actions or for
its records of ownership interests in a global security. We and the
trustee also do not supervise the depositary in any way. |
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The depositary may, and we
understand that DTC will, require that those who purchase and sell
interests in a global security within its book-entry system use
immediately available funds, and your broker or bank may require
you to do so as well. |
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Financial institutions that
participate in the depositary’s book-entry system, and through
which an investor holds its interest in a global security, may also
have their own policies affecting payments, notices and other
matters relating to the securities. There may be more than one
financial intermediary in the chain of ownership for an investor.
We do not monitor and are not responsible for the actions of any of
those intermediaries. |
Special Situations When a Global Security Will Be Terminated
In a few special situations described below, the global security
will terminate, and interests in it will be exchanged for physical
certificates representing those interests. After that exchange, the
choice of whether to hold securities directly or in street name
will be up to the investor. Investors must consult their own banks
or brokers to find out how to have their interests in securities
transferred to their own name, so that they will be direct holders.
We have described the rights of holders and street name investors
above.
The global security will terminate when the following special
situations occur:
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if the depositary notifies us that
it is unwilling, unable or no longer qualified to continue as
depositary for that global security and we do not appoint another
institution to act as depositary within 90 days; |
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if we notify any applicable trustee
that we wish to terminate that global security; or |
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if an event of default has occurred
with regard to securities represented by that global security and
has not been cured or waived. |
The applicable prospectus supplement may also list additional
situations for terminating a global security that would apply only
to the particular series of securities covered by the prospectus
supplement. When a global security terminates, the depositary, and
not we or any applicable trustee, is responsible for deciding the
names of the institutions that will be the initial direct
holders.
PLAN
OF DISTRIBUTION
We may sell securities covered by this prospectus in any of three
ways (or in any combination):
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to or through one or more
underwriters or dealers; |
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directly to one or more purchasers;
or |
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through agents. |
We may distribute the securities:
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from time to time in one or more
transactions at a fixed price, which may be changed from time to
time; |
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through “at the market” offerings,
as defined in Rule 415 under the Securities Act, at negotiated
prices, at prices prevailing at the time of sale or at prices
related to such prevailing market prices, including sales made
directly on a national securities exchange or sales made through a
market maker other than on an exchange or other similar offerings
through sales agents; or |
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at negotiated prices. |
Each time we offer and sell securities covered by this prospectus,
we will provide a prospectus supplement or supplements that will
describe the method of distribution and set forth the terms of the
offering, including:
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the name or names of any
underwriters, dealers or agents; |
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the amounts of securities
underwritten or purchased by each of them; |
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the purchase price of securities
and the proceeds we will receive from the sale; |
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any option under which underwriters
may purchase additional securities from us; |
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any underwriting discounts or
commissions or agency fees and other items constituting
underwriters’ or agents’ compensation; |
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the public offering price of the
securities; |
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any discounts, commissions or
concessions allowed or reallowed or paid to dealers; and |
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any securities exchange or market
on which the securities may be listed. |
Any public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
We may determine the price or other terms of the securities offered
under this prospectus by use of an electronic auction. We will
describe how any auction will determine the price or any other
terms, how potential investors may participate in the auction and
the nature of the obligations of the underwriter, dealer or agent
in the applicable prospectus supplement.
Underwriters or dealers may offer and sell the offered securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale. If underwriters or dealers are used
in the sale of any securities, the securities will be acquired by
the underwriters or dealers for their own account and may be resold
from time to time in one or more transactions described above. The
securities may be either offered to the public through underwriting
syndicates represented by managing underwriters, or directly by
underwriters or dealers. Generally, the underwriters’ or dealers’
obligations to purchase the securities will be subject to certain
conditions precedent. The underwriters or dealers will be obligated
to purchase all of the securities if they purchase any of the
securities, unless otherwise specified in the prospectus
supplement. We may use underwriters with whom we have a material
relationship. We will describe the nature of any such relationship
in the prospectus supplement, naming the underwriter.
We may sell the securities through agents from time to time. The
prospectus supplement will name any agent involved in the offer or
sale of the securities and any commissions we pay to them.
Generally, any agent will be acting on a best efforts basis for the
period of its appointment. We may authorize underwriters, dealers
or agents to solicit offers by certain purchasers to purchase the
securities from us at the public offering price set forth in the
prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the
future. The contracts will be subject only to those conditions set
forth in the prospectus supplement, and the prospectus supplement
will set forth any commissions we pay for solicitation of these
contracts.
Agents, dealers and underwriters may be entitled to indemnification
by us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution with respect to
payments which the agents, dealers or underwriters may be required
to make in respect thereof. Agents, dealers and underwriters may
engage in transactions with, or perform services for us in the
ordinary course of business.
All securities we may offer, other than common stock, will be new
issues of securities with no established market for such
securities. Any underwriters may make a market in these securities,
but will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot guarantee the
liquidity of the markets for any securities.
Any underwriter may engage in over-allotment, stabilizing
transactions, short covering transactions and penalty bids in
accordance with Regulation M under the Exchange Act. Over-allotment
involves sales in excess of the offering size, which create a short
position. This short sales position may involve either “covered”
short sales or “naked” short sales. Covered short sales are short
sales made in an amount not greater than the underwriters’
over-allotment option to purchase additional securities in the
relevant offering. The underwriters may close out any covered short
position either by exercising their over-allotment option or by
purchasing securities in the open market. To determine how they
will close the covered short position, the underwriters will
consider, among other things, the price of securities available for
purchase in the open market, as compared to the price at which they
may purchase securities through the over-allotment option. Naked
short sales are short sales in excess of the over-allotment option.
The underwriters must close out any naked short position by
purchasing securities in the open market. A naked short position is
more likely to be created if the underwriters are concerned that,
in the open market after pricing, there may be downward pressure on
the price of the securities that could adversely affect investors
who purchase securities in the offering. Stabilizing transactions
permit bids to purchase the underlying security for the purpose of
fixing the price of the security so long as the stabilizing bids do
not exceed a specified maximum. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the
securities originally sold by the dealer are purchased in a
covering transaction to cover short positions.
Any underwriters who are qualified market makers on a national
securities exchange may engage in passive market making
transactions in our common stock, preferred stock, warrants and
debt securities, as applicable on a national securities exchange in
accordance with Rule 103 of Regulation M, during the business day
prior to the pricing of the offering, before the commencement of
offers or sales of the securities. Passive market makers must
comply with applicable volume and price limitations and must be
identified as passive market makers. In general, a passive market
maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are
lowered below the passive market maker’s bid, however, the passive
market maker’s bid must then be lowered when certain purchase
limits are exceeded.
Similar to other purchase transactions, an underwriter’s purchase
to cover the syndicate short sales or to stabilize the market price
of our securities may have the effect of raising or maintaining the
market price of our securities or preventing or mitigating a
decline in the market price of our securities. As a result, the
price of our securities may be higher than the price that might
otherwise exist in the open market. The imposition of a penalty bid
might also have an effect on the price of the securities if it
discourages resales of the securities.
Neither we nor any underwriter makes any representation or
prediction as to the effect that the transactions described above
may have on the price of the securities. If such transactions are
commenced, they may be discontinued without notice at any time.
LEGAL MATTERS
Unless otherwise specified in the applicable prospectus supplement,
the validity of the securities covered by this prospectus will be
passed upon for us by Thompson Hine LLP, New York, New York. In
addition, counsel that will be named in the applicable prospectus
supplement will pass upon the validity of any securities offered
under the applicable prospectus supplement for any underwriters or
agents.
EXPERTS
The consolidated financial statements of Palatin Technologies, Inc.
as of June 30, 2022 and 2021, and for the years then ended, have
been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent
registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing.
The audit report covering the June 30, 2022 consolidated financial
statements contains an explanatory paragraph that states that the
Company’s operating losses, negative cash flows from operations,
and need for additional funding to complete planned product
development efforts raise substantial doubt about the entity’s
ability to continue as a going concern. The consolidated financial
statements do not include any adjustments that might result from
the outcome of that uncertainty.
WHERE YOU CAN FIND MORE
INFORMATION
We file annual, quarterly and current reports, proxy statements,
registration statements and other information with the SEC. The SEC
maintains an Internet website that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC. The address of that website
is http://www.sec.gov. You can also access these documents free of
charge and find information about Palatin on our website at
http://www.palatin.com. Information found on our website is not
part of this prospectus or any prospectus supplement, and investors
should not rely on any such information in deciding whether to
invest in our securities.
INCORPORATION OF INFORMATION
BY REFERENCE
We incorporate into this prospectus information contained in
documents which we file with the SEC. We are disclosing important
information to you by referring you to those documents. The
information which we incorporate by reference is an important part
of this prospectus, and certain information that we file later with
the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below (other than,
in each case, any documents or information deemed to have been
furnished and not filed in accordance with SEC rules):
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annual report on Form 10-K for the
fiscal year ended June 30, 2022, filed with the SEC on September
22, 2022; and |
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the description of our common stock contained in our annual report
on Form 10-K for the fiscal year ended June 30, 2019, filed with
the SEC on September 12, 2019, including any amendment or report
for the purpose of updating such description.
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We also incorporate by reference any documents that we subsequently
file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the termination of the offering (other than,
in any case, any documents or information deemed to have been
furnished and not filed in accordance with SEC rules).
You may obtain a free copy of any or all of the information
incorporated by reference by writing or calling us. Please direct
your request to:
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Stephen T. Wills
Executive Vice President, Chief Financial Officer and Chief
Operating Officer
Palatin Technologies, Inc.
4B
Cedar Brook Drive
Cranbury, New Jersey 08512
Telephone: (609) 495-2200
Fax: (609) 495-2201
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The SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC and state the address of that
site (http://www.sec.gov). In addition, we maintain a website at
http://www.palatin.com. Information contained in our
website does not constitute a part of this prospectus.
Notwithstanding the statements in the preceding paragraphs, no
document, report or exhibit (or portion of any of the foregoing) or
any other information that we have “furnished” or may in the future
“furnish” to the SEC pursuant to the Exchange Act shall be
incorporated by reference into this prospectus.
In accordance with Rule 412 of the Securities Act, any statement
contained in a document incorporated by reference herein shall be
deemed modified or superseded to the extent that a statement
contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
1,020,000 Shares of Common Stock
Pre-Funded Warrants to Purchase up to 798,182 Shares of
Common Stock
Common Warrants to Purchase up to 1,818,182 Shares of
Common Stock
Placement Agent Warrants to Purchase up to 90,909 Shares of
Common Stock
Shares of Common Stock Underlying the Pre-Funded
Warrants
Shares of Common Stock Underlying the Common Warrants
and Placement Agent Warrants
PROSPECTUS
H.C. Wainwright & Co.
October 31, 2022
Palatin Technologies (AMEX:PTN)
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Palatin Technologies (AMEX:PTN)
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