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): June 8, 2021

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 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s annual meeting of stockholders was held on June 8, 2021 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, 2021 (“Proposal 2”), (3)  approval of an amendment to our Certificate of Incorporation to effect an increase in authorized common stock from 300,000,000 shares to 400,000,000 shares (“Proposal 3”), and (4) advise the Company whether stockholders approve the compensation of the Company’s named executive officers (“Proposal 4”).

Common stock and Series A convertible preferred stock voted as a single class on all matters. There were present in person or by proxy 124,820,173 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.	40,224,918	14,325,733
02) John K.A. Prendergast	33,680,892	20,869,759
03) Robert K. deVeer, Jr.	42,571,434	11,979,217
04) J. Stanley Hull	42,324,003	12,226,648
05) Alan W. Dunton, M.D.	42,974,111	11,576,540
06) Arlene M. Morris	41,173,191	13,377,460
07) Anthony M. Manning, Ph.D.	38,816,903	15,733,748

Broker Non-Votes: 70,269,522 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, 2021, by the votes set forth below:

For	Against	Abstain
109,952,561	11,578,337	3,289,275

Broker Non-Votes: not applicable

Proposal 3.   

Amendment to Certificate of Incorporation to Increase Authorized Common from 300,000,000 Shares to 400,000,000 Shares. As disclosed below under Item 8.01, incorporated herein by reference, upon motion the Annual Meeting was adjourned on Proposal 3.

Proposal 4.    

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
35,028,843	18,065,507	1,456,301

Broker Non-Votes: 70,269,522

Item 8.01 Other Events.

At the time of the Annual Meeting, there were insufficient votes to pass Proposal 3, 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 400,000,000 shares. Upon motion, the Annual Meeting was adjourned on Proposal 3, and as announced at the Annual Meeting, such meeting will reconvene at 9:00 a.m. Eastern Daylight Time on July 8, 2021 virtually at http://www.virtualshareholdermeeting.com/PTN2021. During the period of adjournment, the Company will continue to accept stockholder votes on Proposal 3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1

Press Release dated June 10, 2021.

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 10, 2021	By:	/s/ Stephen T. Wills
		Stephen T. Wills, CPA, MST Executive Vice President, Chief Financial Officer and Chief Operating Officer

EXHIBIT INDEX

99.1

Press Release dated June 10, 2021.

EX-99.1

Palatin Announces Adjournment of

Annual Meeting of Stockholders

●  Limited to Proposal 3, Amendment to Certificate of Incorporation to Increase Authorized Common Stock

●  Proposals 1, 2, and 4 were approved at the Annual Meeting

●  Scheduled to Reconvene July 8, 2021, 9:00 am Eastern Daylight Time

CRANBURY, NJ – June 10, 2021 – Palatin Technologies, Inc. (“Palatin”) (NYSE American: PTN) announced that its 2021 Annual Meeting of Stockholders that convened on June 8, 2021 has been adjourned until July 8, 2021 at 9:00 a.m. Eastern Daylight Time to solicit additional proxies for Proposal 3, approval of an amendment to our Certificate of Incorporation to effect an increase in authorized common stock from 300,000,000 shares to 400,000,000 shares. The adjourned meeting will be a completely “virtual” meeting of stockholders, and stockholders will be able to listen and participate in the virtual annual meeting as well as vote and submit your questions during the live webcast of the meeting by visiting http://www.virtualshareholdermeeting.com/PTN2021 and entering the 16‐digit control number included in your Notice Regarding the Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

The Board of Directors believes approval of Proposal 3 is in the best interests of Palatin and its stockholders because even though Palatin does not have any current plans to offer any additional stock in the foreseeable future, an increase provides future flexibility and the necessary resources Palatin requires to take advantage of any strategic opportunities that could result in an increase in stockholder value. Proposal 3 is described in more detail in Palatin’s proxy statement dated April 26, 2021, furnished to stockholders in connection with the 2021 Annual Meeting. The leading independent proxy voting advisory groups (Institutional Shareholder Services and Glass Lewis) have recommended that stockholders vote FOR Proposal 3.

We have seen significant stockholder support for Proposal 3. At the time of the meeting, approximately 69% of the shares that had been voted on Proposal 3 were voted in its favor. However, the favorable votes were less than the absolute majority of all outstanding shares, which is required for approval of this proposal. Proposals 1, 2, and 4 were approved at the Annual Meeting.

Palatin encourages any stockholder that has not yet voted its shares on Proposal 3 or is uncertain if their shares have been voted on Proposal 3 to contact their broker or bank. The Board of Directors and management requests stockholders as of the record date, April 13, 2021, to please vote their proxies as soon as possible, but no later than July 7, 2021 at 11:59 p.m. (Eastern Daylight Time). Stockholders who have previously submitted their proxy or otherwise voted for the annual meeting and who do not want to change their vote need not take any action. For questions relating to the voting of shares or to request additional or misplaced proxy voting materials, please contact Palatin’s proxy advisory group at melissacarlson@allianceadvisors.com.

As described in the proxy statement, a stockholder may use one of the following simple methods to vote before the July 8, 2021 adjourned meeting with respect to Proposal 3:

●

By Internet – www.proxyvote.com. If you have Internet access, you may transmit your voting instructions up until 11:59 p.m., Eastern Daylight Time, the day before the adjourned meeting date, that is, July 7, 2021. Go to www.proxyvote.com. You must have your proxy card or Notice in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

●

By telephone – 1-800-690-6903. You may vote using any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Daylight Time, the day before the meeting date, that is, July 7, 2021. Call 1-800-690-6903 toll free. You must have your proxy card or Notice in hand when you call this number and then follow the instructions.

●

By mail – Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided.

Votes must be received by 11:59 P.M. Eastern Daylight Time on July 7, 2021 to be counted. After this time, the only way to cast a vote is at the adjourned Annual Meeting on July 8, 2021, 9:00 a.m. Eastern Daylight Time at http://www.virtualshareholdermeeting.com/PTN2021.

About Palatin

Palatin is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin and natriuretic peptide receptor systems, with targeted, receptor-specific product candidates for the treatment of diseases with significant unmet medical need and commercial potential. Palatin's strategy is to develop products and then form marketing collaborations with industry leaders to maximize their commercial potential. For additional information regarding Palatin, please visit Palatin's 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, such as statements about the need to for stockholders to approve Proposal 3, 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. 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, sales of Vyleesi in the United States and elsewhere in the world, results of clinical trials, regulatory actions by the FDA and other regulatory 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.

Important Information

In connection with the solicitation of proxies, on April 26, 2021, Palatin filed a definitive proxy statement with the Securities and Exchange Commission (“SEC”) in connection with Palatin’s 2021 Annual Meeting. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY MATERIALS AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY PALATIN TECHNOLOGIES, INC. WITH THE SEC BEFORE MAKING ANY VOTING OR INVESTMENT DECISION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. Palatin’s proxy statement and any other materials filed by Palatin with the SEC can be obtained free of charge at the SEC’s web site at www.sec.gov. Palatin’s proxy statement, notice of annual meeting, and annual report to shareholders are available free of charge on Palatin’s website at www.palatin.com. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement.

Investor Inquiries:	Media Inquiries:
Stephen T. Wills, CPA, MST	Paul Arndt, MBA, LifeSci Advisors
CFO/COO (609) 495-2200	Managing Director (646) 597-6992
Info@Palatin.com	Paul@LifeSciAdvisors.com