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): September 24, 2010

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 2.05  Costs Associated with Exit or Disposal Activities.

On September 24, 2010, Palatin Technologies, Inc. (the “Company”) implemented a realignment and reduction of workforce (“Reduction of Workforce”) pursuant to which the Company’s workforce will be reduced by approximately 50% by December 31, 2010, leaving it with approximately 20 employees. The Company undertook the Reduction of Workforce in order to conserve cash and align its workforce with anticipated staffing needs for its strategic decision to focus resources and efforts on clinical trials for bremelanotide and PL-3994 and preclinical development of an inhaled formulation of PL-3994 and a new peptide drug candidate for sexual dysfunction.  As part of this decision, the Company has suspended further research and development efforts on new product c andidates.

The Company currently expects to incur expenses associated with one-time termination benefits of approximately $800,000. The estimate of costs that the Company expects to incur is subject to a number of assumptions, and actual results may differ.

A copy of the Company’s press release issued September 24, 2010 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In the September 24, 2010 press release, the Company also announced that a 1-for-10 reverse stock split will become effective with the opening of trading on September 27, 2010. The primary objective in effecting a reverse stock split at this time is to enable the Company to maintain listing of its common stock on NYSE Amex.  The Company’s common stock will continue trading on NYSE Amex and will begin trading on a split-adjusted basis at the opening of trading on Monday, September 27, 2010.

As announced by the Company in its Current Report on Form 8-K filed on May 14, 2010, at the Company’s annual meeting of stockholders held on May 13, 2010, stockholders approved an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split.

At the effective time of the reverse stock split, every ten (10) shares of the Company’s pre-split common stock, par value $0.01 per share, will automatically be consolidated into one (1) post-split share of common stock, par value $0.01 per share. The reverse stock split will automatically convert all of the Company’s issued and outstanding common stock, and all unexercised warrants and options will automatically be reduced by the same factor. As a result of the reverse split, there will be approximately 11.8 million issued and outstanding shares of common stock and 40 million authorized shares of common stock.  The reverse stock split will not materially affect any shareholder’s ownership percentage of the Company’s common stock.  No f ractional shares will be issued in connection with the reverse stock split, and holders who otherwise would have received fractional shares will receive an amount in cash equal to the value of such fractional shares based on the closing price of the Company’s common stock for the five trading days ending September 24, 2010.

Existing stockholders holding common stock certificates will receive a letter of transmittal from the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, with specific instructions regarding the exchange of shares.  

Palatin common stock will trade under a new CUSIP number effective September 27, 2010.

A copy of the certificate of amendment to the Company’s restated articles of incorporation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(d)            Exhibits:

99.1 Press release dated September 24, 2010

99.2 Certificate of amendment filed on September 24, 2010

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:  September 24, 2010                                                                                                                     By:  /s/ Stephen T. Wills

  ;                Stephen T. Wills, CPA, MST

  ;                Executive Vice President - Operations and Chief Financial Officer

EX-99

EXHIBIT 99.1

FOR RELEASE September 24, 2010 at 4:00 p.m. ET

Palatin Announces Strategic Realignment of Operations

Reverse Stock Split of 1-for-10

CRANBURY, NJ – September 24, 2010 – Palatin Technologies, Inc. (NYSE Amex: PTN) today announced the realignment of its workforce and operations to reflect a strategic reassessment of its research and development activities and corporate objectives. As a result, Palatin will focus resources and efforts on clinical trials of bremelanotide for male and female sexual dysfunction and PL-3994 for acute severe asthma. In implementing this plan, Palatin is reducing its workforce by approximately 50% and discontinuing research activities relating to the discovery of new compounds.

“After critically reviewing our current research and development operations and plans, as well as other business activities, we made the decision to reposition Palatin.  We believe prioritizing our clinical programs and focusing on advancing our clinical drug candidates can generate the most value for our stockholders,” stated Dr. Carl Spana, Palatin’s President and Chief Executive Officer.

Palatin also announced that it is implementing a one-for-ten reverse stock split of its common stock, effective with the opening of trading on September 27, 2010.

Palatin’s Strategic Priorities

Sexual Dysfunction

Bremelanotide for erectile dysfunction (ED):  In the fourth quarter of calendar 2010 we intend to submit protocols to the U. S. Food and Drug Administration (FDA) for initiation of a Phase 2 clinical trial of subcutaneously administered bremelanotide, as either monotherapy or a combination therapy with a PDE-5 inhibitor such as sildenafil, for men with ED who are non-responsive or inadequately responsive to PDE-5 inhibitor therapies alone. Assuming concurrence of the FDA, and depending on financial resources, this Phase 2 clinical trial for men with ED could start as early as the first quarter of calendar 2011.

Bremelanotide for female sexual dysfunction (FSD): We are submitting protocols and a meeting request to the FDA for initiation of a Phase 2 clinical trial of subcutaneously administered bremelanotide for women with FSD, and anticipate that the meeting will be held late in the fourth quarter of calendar 2010 or early in the first quarter of calendar 2011. Assuming concurrence of the FDA, and depending on financial resources, this Phase 2 clinical trial for women with FSD could start as early as the first half of calendar 2011.

New peptides for sexual dysfunction: We intend to advance one or more of the peptides we have developed to preclinical toxicology and other studies required by the FDA prior to initiating human clinical trials

Asthma

PL-3994 for acute severe asthma: We have planned a proof-of-concept human trial for asthma using a subcutaneously administered formulation of PL-3994, and will submit an Investigational New Drug application to the FDA in the fourth quarter of calendar 2010 for this trial. We also have an inhalation formulation of PL-3994 under development. Depending on financial resources, either or both the proof-of-concept human trial and preclinical inhalation toxicity studies could start as early as the first quarter of calendar 2011.

Obesity

Active work by Palatin under the collaboration portion of its research collaboration and license agreement with AstraZeneca concluded in January 2010, but we are still providing certain clinical trial related and other services to AstraZeneca.We are eligible for milestone payments totaling up to $145 million, with up to $85 million contingent upon development and regulatory milestones and the balance on achievement of sales targets, plus royalties on sales of approved products. AstraZeneca has responsibility for product commercialization, product discovery and development costs.

Realignment and Workforce Reductions

Following the implementation of this realignment and restructuring program, Palatin’s workforce will be reduced to 20 people by December 31, 2010. Palatin is providing severance and employee benefit continuation to the employees directly affected by the restructuring. Palatin anticipates incurring restructuring charges of approximately $800,000, primarily associated with personnel-related termination costs. As a result of this restructuring, Palatin’s cash operating expenses are anticipated to decrease by approximately $1.4 million per quarter.

“Decisions like this are especially difficult,” stated Dr. Spana. “We want to express our deep appreciation to the highly talented and dedicated individuals who will be leaving Palatin. They contributed significantly to our Company in many ways and we are grateful for their insights, diligence and innovation, which have propelled the Company forward and challenged us to be our best.”

Reverse Stock Split

The Company has implemented a one-for-ten reverse stock split of its common stock, which had been authorized by the stockholders at its annual meeting held on May 13, 2010. The reverse stock split, which becomes effective with the opening of trading on September 27, 2010, reduces the number of shares of common stock issued and outstanding from approximately 118.2 million to approximately 11.8 million. The reverse stock split was required by the NYSE Amex in order for Palatin to continue to list its common stock.

“After in-depth consideration of our options, the board of directors determined that maintaining listing status for its common stock on a national exchange was in the best interest of its stockholders,” commented Stephen T. Wills, Palatin’s Chief Financial Officer.  “By effecting a reverse stock split, Palatin will be in compliance with the NYSE Amex listing rules, and be in a position of greater flexibility to support the development of the Company.”

-More-

Conference Call and Webcast

Palatin’s management will discuss the realignment and update on its corporate strategy on the Company’s fourth quarter and full year 2010 financial results conference call scheduled for Monday, September 27, 2010 at 10:00 a.m. ET.  Call-in and webcast information are listed on Palatin’s website at www.Palatin.com.

About Palatin Technologies, Inc.

Palatin Technologies, Inc. is a biopharmaceutical company dedicated to the development of peptide, peptide mimetic and small molecule agonists with a focus on melanocortin and natriuretic peptide receptor systems. 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 www.palatin.com.

Forward-looking Statements

Statements in this press release that are not historical facts, including statements about future expectations of Palatin Technologies, Inc. such as statements about potential actions by regulatory agencies including the U.S. Food and Drug Administration (FDA), initiation of clinical trials, ability to obtain additional financing, proposed indications for bremelanotide and PL-3994, timing, duration, cost and results of proposed clinical trials with bremelanotide and PL-3994, and regulatory plans with bremelanotide and PL-3994, as well as statements about the effect and cost of realignment and restructuring and effect of the reverse stock split, 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 th e Private Securities Litigation Reform Act of 1995. Palatin intends that such forward-looking statements be subject to the safe harbors created thereby. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause Palatin’s actual results to be materially different from its historical results or from any results expressed or implied by such forward-looking statements.  Palatin’s actual results may differ materially from those discussed in the forward-looking statements for reasons including, but not limited to, results of clinical trials, regulatory actions by the FDA and the need for regulatory approvals, Palatin’s ability to fund development of its technology and establish and successfully complete clinical trials, the length of time and cost required to complete clinical trials and submit applications for regulatory approvals, products developed by competing pharmaceutical, biopharmaceutical and biotechnology companies, commercial acceptance of Palatin’s products,  and other factors discussed in Palatin’s periodic filings with the Securities and Exchange Commission. Palatin is not responsible for updating for events that occur after the date of this press release.

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

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EX-99

EXHIBIT 99.2

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

PALATIN TECHNOLOGIES, INC.

Palatin Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: The name of the corporation (hereinafter called the “Corporation”) is Palatin Technologies, Inc.

SECOND: That at a meeting of the Board of Directors of Palatin Technologies, Inc., resolutions were duly adopted setting forth a proposed amendment of the Restated Certificate of Incorporation, as amended, of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof.

THIRD: That this Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and stockholders of the Corporation.

FOURTH: That the capital of the Corporation shall not be reduced under or by reason of this Certificate of Amendment.

FIFTH: That upon the effectiveness of this Certificate of Amendment, Section 1 of the Article thereof numbered "IV" of the Restated Certificate of Incorporation, as amended, is hereby amended such that, as amended, said Section 1 shall read in its entirety as follows:

Section 1.  Authorized Capital Stock. The Corporation shall be authorized to issue two classes of shares of capital stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of capital stock which the Corporation shall have the authority to issue is 50,000,000, comprised of 40,000,000 shares of Common Stock, par value $.01 per share, and 10,000,000 shares of Preferred Stock, par value $.01 per share.

On September 27, 2010, at 12:01 a.m. Eastern Time (the “Effective Date”), each ten (10) shares of Common Stock, par value $0.01 per share, issued and outstanding at such time shall be combined into one (1) share of Common Stock, par value $0.01 per share (the “Reverse Stock Split”). No fractional share shall be issued upon the Reverse Stock Split. All shares of Common Stock (including fractions thereof) issuable upon the Reverse Stock Split to a given holder shall be aggregated for purposes of determining whether the Reverse Stock Split would result in the issuance of any fractional share. If, after the aforementioned aggregation, the Reverse Stock Split would result in the issuance of a fraction of a share of Common Stock, the Corporation shall, in lieu of issuing any such fractional share, pay the holder otherw ise entitled to such fraction a sum in cash equal to the fraction multiplied by the fair market value per share of the Common Stock as determined in a reasonable manner by the Board of Directors. Following the Effective Date, certificates representing the shares of Common Stock to be outstanding thereafter shall be exchanged for certificates now outstanding pursuant to procedures adopted by the Corporation’s Board of Directors and communicated to those who are to receive new certificates.

SIXTH: This Certificate of Amendment shall become effective on September 27, 2010 at 12:01 a.m. Eastern Time.

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Amendment to be signed this 24th day of September, 2010.

By: __________________________

Name:  Stephen T. Wills

Title:  Secretary, Executive Vice Presidentand Chief Financial Officer