8-K 1 ptn_8k.htm CURRENT REPORT ptn_8k
 

 
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): June 25, 2020
 
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)
 
4B Cedar Brook Drive, Cranbury, NJ
08512
(Address of principal executive offices)
(Zip Code)
 
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):
 
[ ] 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))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange
on Which Registered
Common Stock, par value $.01 per share
PTN
NYSE American
 
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
Approval of Amendment to 2011 Stock Incentive Plan, as Amended and Restated. At the meeting of stockholders of Palatin Technologies, Inc. (the “Company”) held on June 25, 2020, the stockholders approved an amendment to the Company’s 2011 Stock Incentive Plan, as amended and restated (the “2011 Plan”). The amendment increases the number of shares available for equity awards under the 2011 Plan by 10,000,000 shares, from 32,500,000 to 42,500,000. In addition to the 42,500,000 Shares that may be issued or transferred with respect to awards under the 2011 Plan, shares covering awards, including awards under the Company’s 2005 Stock Plan, as amended, that were outstanding on May 11, 2011 (the date of the initial stockholder approval of the 2011 Plan), that terminate or are forfeited, or shares that are returned to the Company pursuant to a compensation recovery policy, will again be available for issuance under the 2011 Plan.
 
The 2011 Plan authorizes the grant of equity-based and cash-based compensation to the Company’s employees, consultants and non-employee directors in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards.
 
The foregoing description of the 2011 Plan, as amended and restated, is not complete and is qualified in its entirety by referral to the full text of the 2011 Plan, a copy of which is filed with this Current Report as Exhibit 10.1.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The Company’s annual meeting of stockholders was held on June 25, 2020 to consider and vote on the following: (1) election of directors (“Proposal 1”), (2) ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020 (“Proposal 2”), (3) approval of an amendment to our 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 10,000,000 shares (“Proposal 3”), (4) approval of an amendment to our Certificate of Incorporation to effect an increase in authorized common stock from 300,000,000 shares to 500,000,000 shares (“Proposal 4”), and (5) advise the Company whether stockholders approve the compensation of the Company’s named executive officers (“Proposal 5”).
 
Common stock and Series A convertible preferred stock voted as a single class on all matters. There were present in person or by proxy 158,223,102 votes, representing a majority of the total outstanding eligible votes as of the record date for the meeting.
   
Proposal 1.  Election of Directors. The stockholders elected the following eight directors to serve until the next annual meeting, or until their successors are elected and qualified, by the votes set forth below:
 
Nominee
FOR
WITHHELD
01) Carl Spana, Ph.D.
80,131,548
 22,444,179
02) John K.A. Prendergast
66,071,079
 36,504,648
03) Robert K. deVeer, Jr.
82,392,173
 20,183,554
04) J. Stanley Hull
85,118,042
 17,457,685
05) Alan W. Dunton, M.D.
85,847,515
 16,728,212
06) Angela Rossetti
85,806,895
 16,768,832
07) Arlene M. Morris
71,188,533
 31,387,194
08) Anthony M. Manning, Ph.D.
85,806,693
16,769,034
 
Broker Non-Votes: 55,647,375 for each director
 
 
 
 
Proposal 2.  Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2020, by the votes set forth below:
 
For
Against
Abstain
138,337,359
16,936,680
2,949,063
 
Proposal 3.  Amendment to 2011 Stock Incentive Plan. The stockholders approved an amendment to the Company’s 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 10,000,000 shares, from 32,500,000 shares to 42,500,000 shares, by the votes set forth below:
 
For
Against
Abstain
66,258,606
35,980,561
336,560
 
Broker Non-Votes: 55,647,375
 
Proposal 4.  Amendment to Certificate of Incorporation to Increase Authorized Common from 300,000,000 Shares to 500,000,000 Shares. As disclosed below under Item 8.01, incorporated herein by reference, upon motion the Annual Meeting was adjourned on Proposal 4.
 
Proposal 5.  Say-on-Pay. The stockholders voted to advise the Company that they do approve the compensation of the Company’s named executive officers by the votes set forth below:
 
For
Against
Abstain
70,267,317
29,927,953
2,380,457
 
Broker Non-Votes: 55,647,375
 
Item 8.01 Other Events.
 
At the time of the Annual Meeting, there were insufficient votes to pass Proposal 4, which sought an amendment to the Company’s Certificate of Incorporation to effect an increase in authorized common stock from 300,000,000 shares to 500,000,000 shares. Upon motion, the Annual Meeting was adjourned on Proposal 4, and as announced at the Annual Meeting, such meeting will reconvene at 9:00 a.m. Eastern Daylight Time on July 23, 2020 virtually at http://www.virtualshareholdermeeting.com/PTN2020. During the period of adjournment, the Company will continue to accept stockholder votes on Proposal 4.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits:
 
10.1           
2011 Stock Incentive Plan, as amended and restated.
 
99.1           
Press Release dated June 29, 2020.
 
 
 
 
 
 
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: June 29, 2020
By:
/s/ Stephen T. Wills
 
 
 
Stephen T. Wills, CPA, MST
Executive Vice President, Chief Financial Officer and Chief Operating Officer
 
 
 
 
 
 
EXHIBIT INDEX
 
10.1            
2011 Stock Incentive Plan, as amended and restated.
 
99.1            
Press Release dated June 29, 2020.