8-K

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):   December 23, 2008

Palatin Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware	001-15543	95-4078884
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	File Number)	identification number)

4C Cedar Brook Drive, Cranbury, NJ	08512
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (609) 495-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 23, 2008, we received notice from NYSE Alternext US LLC (the “Exchange”, formerly known as the American Stock Exchange) that, based on our Form 10-Q for the period ended September 30, 2008, Palatin is not in compliance with certain conditions of the Exchange’s continued listing standards under Section 1003 of the Exchange’s Company Guide. Specifically, the Exchange states that we are not in compliance with:

• Section 1003(a)(ii) of the Company Guide because our stockholders’ equity is less than the required $4,000,000 and we have losses from continuing operations and net losses in three of our four most recent fiscal years, and

• Section 1003(a)(iii) of the Company Guide because our stockholders’ equity is less than the required $6,000,000 and we have losses from continuing operations and net losses in our five most recent fiscal years.

We intend to submit a plan of compliance by January 23, 2009, advising the Exchange how we intend to regain compliance with Sections 1003(a)(ii) and (a)(iii) by July 23, 2010. If the Exchange accepts the plan, we may be able to continue our listing during the plan period through July 23, 2010, subject to periodic review to determine if we are making progress consistent with the plan. If we do not submit a plan, or if the Exchange does not accept the plan, or if we do not regain compliance with Sections 1003(a)(ii) and (iii) by July 23, 2010, or if we do not make progress consistent with the plan during the plan period, the Exchange may initiate delisting procedures.

The Exchange also stated that because our stock has been trading below $0.25 per share over the last seven months, the Exchange deems it appropriate for us to effect a reverse stock split in accordance with Section 1003(f)(v) of the Exchange’s Company Guide. If we do not complete a reverse stock split within a reasonable amount of time, the Exchange may consider suspending dealings in our common stock or remove our common stock from the list.

Our common stock continues to trade on the Exchange. The Exchange has advised us that the Exchange is utilizing the financial status indicator fields in the Consolidated Tape Association’s Consolidated Tape System and Consolidated Quote Systems Low Speed and High Speed Tapes to identify companies that are noncompliant with the Exchange’s continued listing standards. Accordingly, we will become subject to the trading symbol extension “.BC” to denote our noncompliance.

Item 8.01 Other Events.

        On December 30, 2008, we issued a press release, attached as Exhibit 99 to this report, concerning the notice from the Exchange.

Item 9.01  Financial Statements and Exhibits.

(d)   Exhibits:

99     Press Release dated December 30, 2008

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.

	PALATIN TECHNOLOGIES, INC.
Date: December 30, 2008	By:	/s/ Stephen T. Wills
		Stephen T. Wills, CPA, MST Executive Vice President - Operations and Chief Financial Officer

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EXHIBIT INDEX

99 Press Release dated December 30, 2008

EX-99

FOR RELEASE DECEMBER 30, 2008 at 4:30 p.m.

Palatin Technologies Receives Notification Letter from NYSE Alternext US
Company Expects Its Common Stock to Remain Listed While it
Engages in Compliance Process

Cranbury, NJ – December 30, 2008 – Palatin Technologies, Inc. (NYSE Alternext US: PTN) today reported it received notice from NYSE Alternext US LLC (the “Exchange”, formerly known as the American Stock Exchange), advising Palatin that it is not in compliance with certain conditions of the Exchange’s continued listing standards under Section 1003 of the Exchange’s Company Guide.

In a letter to Palatin, the Exchange stated that Palatin was not in compliance with Section 1003(a)(ii) of the Company Guide because Palatin’s stockholders’ equity is less than the required $4,000,000 and it has losses from continuing operations and net losses in three of its four most recent fiscal years and not in compliance with Section 1003(a)(iii) of the Company Guide because Palatin’s stockholders’ equity is less than the required $6,000,000 and it has losses from continuing operations and net losses in its five most recent fiscal years. The letter from the Exchange also stated that because the Company’s stock has been trading below $0.25 per share over the last seven months, the Exchange deems it appropriate for Palatin to effect a reverse stock split in accordance with Section 1003(f)(v) of the Exchange’s Company Guide. 

Palatin intends to submit a plan of compliance by January 23, 2009, advising the Exchange how it intends to regain compliance with Sections 1003(a)(ii), 1003(a)(iii) and 1003(f)(v) by July 23, 2010.  If the Exchange accepts the plan, Palatin may be able to continue its listing during the plan period through July 23, 2010, subject to periodic review by the Exchange to determine if it is making progress consistent with the plan. If Palatin does not submit a plan, or if the Exchange does not accept the plan, or if Palatin does not  regain compliance with Sections 1003(a)(ii) and (iii) by July 23, 2010, or if Palatin does not make progress consistent with the plan during the plan period, the Exchange may initiate delisting procedures.

About Palatin Technologies, Inc.

Palatin Technologies, Inc. is a biopharmaceutical company focused on discovering and developing targeted, receptor-specific small molecule and peptide therapeutics. Palatin’s strategy is to develop products and then form marketing collaborations with industry leaders in order to maximize their commercial potential. For additional information regarding Palatin, please visit Palatin Technologies’ website at http://www.palatin.com.

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Forward-looking Statements

Statements about future expectations of Palatin Technologies, Inc., including statements about its development programs, proposed indications for its product candidates, pre-clinical activities, marketing collaborations, and all other statements in this document other than historical facts, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995. Palatin intends that such forward-looking statements be subject to the safe harbors created thereby. Palatin’s actual results may differ materially from those discussed in the forward-looking statements for various reasons, including, but not limited to Palatin’s ability to fund development of its technology, ability to establish and successfully complete clinical trials and pre-clinical studies and the results of those trials and studies, dependence on its partners for certain development activities, need for regulatory approvals and commercial acceptance of its products, ability to protect its intellectual property, and other factors discussed in the Palatin’s periodic filings with the Securities and Exchange Commission. Palatin is not responsible for updating for events that occur after the date of this press release.

Palatin Technologies Investor Inquiries:	Palatin Technologies Media Inquiries:
Stephen T. Wills, CPA, MST	Susan Kim, Burns McClellan
EVP-Operations / Chief Financial Officer	Tel: (212) 213-0006
Tel: (609) 495-2200/info@palatin.com	skim@burnsmc.com

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