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):   February 17, 2009

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 2.02 Results of Operations and Financial Condition.

        On February 17, 2009, we issued a press release including results for the quarter ended December 31, 2008, and announcing a teleconference and webcast to be held February 17, 2009 at 11 a.m. Eastern Time. We have attached a copy of the press release as an exhibit to this report.

        The information in this Item 2.02 and the corresponding information in the attached Exhibit 99 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 2.02 and the corresponding information in the attached Exhibit 99 shall not be incorporated into any registration statement or other document filed with the Securities and Exchange Commission by the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

        (d) Exhibits:

99 Press Release dated February 17, 2009

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: February 17, 2009	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 February 17, 2009

EX-99

FOR RELEASE FEBRUARY 17, 2009 at 7:30 a.m. ET

Palatin Technologies, Inc. Reports Fiscal Year 2009 Second Quarter Results;
Teleconference and Webcast to be held on February 17, 2009

CRANBURY, NJ – February 17, 2009 – Palatin Technologies, Inc. (NYSE Alternext US: PTN) announced today results for its second quarter ended December 31, 2008. Palatin reported a net loss of $0.4 million, or $0.00 per basic and diluted share, for the quarter ended December 31, 2008, compared to a net loss of $3.8 million, or $0.04 per basic and diluted share, for the same period in 2007. Total revenues in the quarter ended December 31, 2008 were $1.2 million, compared to $0.7 million for the same period in 2007.

The decrease in the net loss for the quarter ended December 31, 2008 versus the quarter ended December 31, 2007 was primarily attributable to a decrease in both research and development and general and administrative operating expenses.

As of December 31, 2008, the Company had cash, cash equivalents and available-for-sale investments totaling $6.3 million compared to $12.8 million at June 30, 2008. In addition, the Company had $4.9 million in accounts receivable as of December 31, 2008, which has been received.

REVENUE

For the quarter ended December 31, 2008, Palatin recognized $1.2 million of contract revenue under its collaboration agreement with AstraZeneca AB, compared to $0.7 million for the same quarter of 2007. In addition, the Company recognized approximately $0.6 million in Other Income for the quarter ended December 31, 2008, which consisted mainly of proceeds of $0.5 million from the sale of previously expensed equipment and supplies; there was no such activity for the quarter ended December 31, 2007.

COSTS AND EXPENSES

Total operating expenses for the quarter ended December 31, 2008 were $4.0 million versus $6.1 million for the comparable quarter of 2007. The decrease in operating expenses was primarily due to the strategic restructuring and refocusing of our clinical-stage product portfolio development programs. Additionally, there was a $1.2 million decrease in general and administrative expenses primarily related to the reductions in workforce initiated in September 2007 and May 2008.

Palatin Technologies’ management will discuss the second quarter financial results for the fiscal year ending June 30, 2009 and provide an update on corporate developments during a conference call and webcast on February 17, 2009 at 11:00 a.m. ET.

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Conference Call / Webcast
The Company will host a conference call and webcast on February 17, 2009 at 11:00 a.m. Eastern Time to discuss its second quarter, fiscal year 2009 financial results. Individuals interested in listening to the conference call live can dial 888-631-5927 (domestic) or 913-312-0661 (international), passcode 5142197. The webcast and replay can be accessed by logging on to the “Investor/Media Center-Webcasts” section of Palatin’s website at http://www.palatin.com. A telephone and webcast replay will be available approximately one hour after the completion of the call. To access the telephone replay, dial 888-203-1112 (domestic) or 719-457-0820 (international), passcode 5142197. The webcast and telephone replay will be available through February 24, 2009.

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.

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
(609) 495-2200/info@palatin.com	skim@burnsmc.com

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(Financial Statement Data Follows)

PALATIN TECHNOLOGIES, INC.
Consolidated Statement of Operations Data
(unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2008			2007			2008			2007
REVENUES:
Licenses and contracts	$	1,211,405		$	742,835		$	1,965,251		$	9,720,566
OPERATING EXPENSES:
Research and development		2,839,451			3,791,344			6,497,450			11,735,221
General and administrative		1,151,475			2,329,052			2,608,323			3,988,062
Total operating
expenses		3,990,926			6,120,396			9,105,773			15,723,283
Loss from operations		(2,779,521	)		(5,377,561	)		(7,140,522	)		(6,002,717	)
OTHER INCOME (EXPENSE):
Investment income		77,236			314,470			160,216			711,091
Interest expense		(7,524	)		(12,469	)		(12,018	)		(30,698	)
Gain on sale of equipment		550,968			–			550,968			–
Total other income, net		620,680			302,001			699,166			680,393
Loss before income taxes		(2,158,841	)		(5,075,560	)		(6,441,356	)		(5,322,324	)
Income tax benefit		1,741,476			1,291,444			1,741,476			1,291,444
NET LOSS	$	(417,365	)	$	(3,784,116	)	$	(4,699,880	)	$	(4,030,880	)
Basic and diluted net loss per
common share	$	0.00		$	(0.04	)	$	(0.05	)	$	(0.05	)
Weighted average number of
common shares outstanding
used in computing basic
and diluted net loss per
common share		86,640,647			85,204,169			86,082,481			85,190,733

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PALATIN TECHNOLOGIES, INC.
Consolidated Balance Sheet Data

	December 31, 2008			June 30, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	2,953,366		$	9,421,770
Available-for-sale investments		3,375,074			3,352,771
Accounts receivable		4,900,486			5,747
Prepaid expenses and other current assets		554,755			484,362
Total current assets		11,783,681			13,264,650
Property and equipment, net		4,336,327			5,128,076
Restricted cash		475,000			475,000
Other assets		248,785			257,198
Total assets	$	16,843,793		$	19,124,924
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Capital lease obligations, current portion	$	193,034		$	263,128
Accounts payable		344,447			635,183
Accrued expenses		1,367,961			1,666,628
Accrued compensation		-			767,509
Deferred revenue, current portion		5,633,335			1,666,669
Total current liabilities		7,538,777			4,999,117
Capital lease obligations, net of current portion		52,646			121,629
Deferred rent, net of current portion		1,280,904			1,479,794
Deferred revenue, net of current portion		5,272,221			5,972,220
Total liabilities		14,144,548			12,572,760
Stockholders' equity:
Preferred stock of $.01 par value - authorized 10,000,000 shares;
Series A Convertible; issued and outstanding 4,997 shares as of
December 31, 2008 and June 30, 2008, respectively		50			50
Common stock of $.01 par value - authorized 150,000,000 shares;
issued and outstanding 86,662,901 and 85,524,077 shares as of
December 31, 2008 and June 30, 2008, respectively		866,629			855,241
Additional paid-in capital		209,060,464			208,247,194
Accumulated other comprehensive income		51,420			29,117
Accumulated deficit		(207,279,318	)		(202,579,438	)
Total stockholders' equity		2,699,245			6,552,164
Total liabilities and stockholders' equity	$	16,843,793		$	19,124,924

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