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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of
1934
Date of Report (Date of earliest event reported): October
31, 2022
Palatin Technologies,
Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-15543
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95-4078884
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(State or other jurisdiction
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(Commission
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(IRS employer
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of incorporation)
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File Number)
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identification number)
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4B Cedar Brook Drive, Cranbury, NJ
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08512
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (609)
495-2200
Not
Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading
Symbol
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Name of Each Exchange
on Which Registered
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Common Stock, par value $0.01 per share
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PTN
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If
an emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On
October 31, 2022, Palatin Technologies, Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase
Agreement”) with a certain institutional investor to sell, in a
registered direct offering (the “Offering”), an aggregate of up to
(i) 1,020,000 shares of common stock, $0.01 par value per share, of
the Company, (ii) pre-funded warrants (the “Pre-Funded Warrants”)
to purchase up to 798,182 shares of the Company’s common stock, and
(iii) common warrants (the “Common Warrants”) to purchase up to
1,818,182 shares of the Company’s common stock. Each share of
common stock was offered with one accompanying Common Warrant for a
combined offering price of $5.50. Each Pre-Funded Warrant was
offered with one accompanying Common Warrant for a combined
offering price of $5.4999. The Offering was completed on November
2, 2022.
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. The
Pre-Funded Warrants have an exercise price of $0.0001 per share,
are exercisable upon issuance, and will expire when exercised in
full. The Common Warrants will be exercisable for cash, or, solely
during any period when a registration statement for the issuance or
resale of the shares of common stock issuable upon exercise of the
Common Warrants to or by the holder of such Common Warrants is not
in effect, on a cashless basis. There is no established public
trading market for the Pre-Funded Warrants or the Common Warrants
and we do not intend to list the Pre-Funded Warrants or the Common
Warrants on any national securities exchange or nationally
recognized trading system.
H.C. Wainwright & Co., LLC acted as exclusive placement agent
in connection with the Offering. The Company has agreed to pay the
placement agent a cash fee equal to 7.0% of the aggregate gross
proceeds of the Offering. The Company also agreed to pay placement
agent (i) up to $100,000 for legal fees and expenses of the
placement agent in connection with the Offering, (ii) $20,000 for
non-accountable expenses, and (iii) the actual out-of-pocket costs
incurred by the placement agent in connection with clearing agent
settlement and financing, if necessary, which cost shall not exceed
$15,950. The Company also agreed to issue to the placement agent or
its designees warrants to purchase up to 90,909 shares of the
Company’s common stock (the “Placement Agent Warrants”) as part of
the compensation payable to the placement agent. The Placement
Agent Warrants have substantially the same terms as the Common
Warrants, have an exercise price of $6.875 per share, will be
exercisable, in whole or in part, beginning six months after the
closing of the Offering, and will expire five years following the
commencement date of the Offering.
The net proceeds from the Offering, after deducting the placement
agent fees and expenses and other estimated offering
expenses, will be approximately $9.1 million. The
Company intends to use the net proceeds received from the offerings
for general corporate purposes.
The shares of common stock, the Pre-Funded Warrants, the Common
Warrants, and the Placement Agent Warrants (and the shares of
common stock issuable upon exercise of the Pre-Funded Warrants, the
Common Warrants, and the Placement Agent Warrants) were offered and
sold pursuant to a prospectus, dated September 26, 2022, and a
prospectus supplement, dated October 31, 2022, in connection with a
takedown from the Company’s shelf registration statement on Form
S-3 (File No. 333-262555).
The Purchase Agreement contains representations and warranties that
the parties made to, and solely for the benefit of, each other in
the context of all of the terms and conditions of that agreement
and in the context of the specific relationship between the
parties. Accordingly, the Purchase Agreement is incorporated herein
by reference only to provide investors with information regarding
the terms of the Purchase Agreement and not to provide investors
with any other factual information regarding the Company or its
business and investors and the public should look to other
disclosures contained in the Company’s filings with the U.S.
Securities and Exchange Commission for any other such factual
information.
A
holder (together with its affiliates) may not exercise any portion
of the Pre-Funded Warrants or the Common Warrants to the extent
that the holder would own more than 9.99% (or, at the purchaser’s
option upon closing of the Offering, 4.99%) of the number of shares
of the Company’s outstanding common stock immediately after
exercise. However, any holder may increase or decrease such
percentage to any other percentage not in excess of 9.99% upon
notice to us, provided that any increase in this limitation will
not be effective until 61 days after such notice from the holder to
us and such increase or decrease will apply only to the holder
providing such notice.
The descriptions of terms and conditions of the Purchase Agreement,
the Pre-Funded Warrants, the Common Warrants, and the Placement
Agent Warrants set forth herein do not purport to be complete and
are qualified in their entirety by the full text of the form of
Purchase Agreement, the form of Pre-Funded Warrant, the form of
Common Warrant, and the form of Placement Agent Warrant, which are
attached hereto as Exhibits 10.1, 4.1, 4.2, and 4.3, respectively,
and incorporated herein by reference.
A
copy of the opinion of Thompson Hine LLP relating to the legality
of the securities offered by us in the Offering is attached as
Exhibit 5.1 hereto.
On
October 31, 2022, the Company issued a press release
announcing its entry into the Purchase Agreement. A copy of the
press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to
sell the securities or a solicitation of an offer to buy the
securities, nor shall there be any sale of the securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
The Company cautions you that statements included in this report
that are not a description of historical facts are forward-looking
statements. Words such as “believes,” “anticipates,” “plans,”
“expects,” “indicates,” “will,” “intends,” “potential,” “suggests,”
“assuming,” “designed” and similar expressions are intended to
identify forward-looking statements. These statements are based on
the Company’s current beliefs and expectations. These
forward-looking statements include statements regarding the
Company’s expectations regarding the completion of the offering and
the expected net proceeds therefrom. The inclusion of
forward-looking statements should not be regarded as a
representation by the Company that any of its plans will be
achieved. Actual results may differ from those set forth in this
release due to the risks and uncertainties associated with market
conditions and risks and uncertainties inherent in the Company’s
business; and other risks described in the Company’s filings with
the U.S. Securities and Exchange Commission. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date hereof, and the Company undertakes no
obligation to revise or update this report to reflect events or
circumstances after the date hereof. This caution is made under the
safe harbor provisions of Section 21E of the Private Securities
Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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PALATIN TECHNOLOGIES, INC.
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Date: November 2, 2022
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By:
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/s/ Stephen T. Wills
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Stephen T. Wills, CPA, MST
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Executive Vice President, Chief Financial Officer
and Chief Operating Officer
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