What changed in this filing

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Item 9A. Controls and Procedures

2023-09-28 compared with 2022-09-22 · 147 added, 156 removed, 648 unchanged (32% of the section changed)

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As a senior executive of Palatin for over twenty years, he provides in-depth knowledge of our company, our drug products under development and the competitive and corporate partnering landscape.

PRENDERGAST, Ph.D., has served as the non-executive Chairman of the board since June 14, 2000, and as a director since August 1996.

PRENDERGAST, Ph.D.

has served as the non-executive Chairman of the board since June 14, 2000, and as a director since August 1996.

Prendergast has served as a member of the board, he does not serve, and has not served, in a management or operational role with the Company.

Prendergast has been president and sole stockholder of Summercloud Bay, Inc., an independent consulting firm providing services to the biotechnology industry, since 1993.

Prendergast is lead director of Nighthawk Biosciences, Inc., a publicly traded clinical stage immunotherapy company, and a director and Executive Chairman of Recce Pharmaceuticals Ltd., a publicly traded Australian pharmaceutical company developing a new class of anti-infective agents.

Prendergast is lead director of Nighthawk Biosciences, Inc.

(NYSE American:

NHWK), a publicly traded clinical stage immunotherapy company, and a director and Executive Chairman of Recce Pharmaceuticals Ltd.

RCE), a publicly traded Australian pharmaceutical company developing a new class of anti-infective agents.

He was previously a member of the board of the life science companies AVAX Technologies, Inc., Avigen, Inc.

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Hull has extensive experience in commercial operations, development, and marketing of pharmaceutical drugs and corporate alliances between pharmaceutical companies and biotechnology companies.

DUNTON, M.D., has been a director of Palatin since June 2011.

has been a director of Palatin since June 2011.

He founded Danerius, LLC, a biotechnology consulting company, in 2006.

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Morris has also held various management and executive positions at Clearview Projects, Inc., a corporate advisory firm, Coulter Pharmaceutical, Inc., a publicly traded pharmaceutical company, Scios Inc., a publicly traded biopharmaceutical company, and Johnson & Johnson, a publicly traded healthcare company.

She is currently a member of the board of directors of Viveve Medical, Inc., a publicly traded female healthcare medical device company, Viridian Therapeutics, Inc., a publicly traded therapeutic antibody company, and Cogent Biosciences, Inc., a publicly traded oncology biopharmaceutical company, and was a director of Neovacs SA, a publicly traded French company, Biodel Inc., a publicly traded specialty pharmaceutical company, from 2015 until its merger with Albireo Limited in 2016, and Dimension Therapeutics, Inc., a publicly traded gene therapy company, until its acquisition by Ultragenyx Pharmaceutical Inc.

She is currently a member of the board of directors Viridian Therapeutics, Inc.

VRDN), a publicly traded therapeutic antibody company, and Cogent Biosciences, Inc.

COGT), a publicly traded oncology biopharmaceutical company, is a director (since February 2022) and currently chair of TC Biopharm (Holdings) PLC (Nasdaq:

TCBP), a United Kingdom biopharmaceutical company, and was previously a director of Viveve Medical, Inc., a publicly traded female healthcare medical device company, until February 2023, Neovacs SA, a publicly traded French company, Biodel Inc., a publicly traded specialty pharmaceutical company, from 2015 until its merger with Albireo Limited in 2016, and Dimension Therapeutics, Inc., a publicly traded gene therapy company, until its acquisition by Ultragenyx Pharmaceutical Inc.

Morris received a B.A.

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Morris has extensive experience in the biotechnology industry, including prior leadership positions, senior management, and board service, and experience as chief executive officer of companies with product candidates in phase 3 clinical trials.

MANNING, Ph.D., has been a director of Palatin since September 2017.

MANNING, Ph.D.

has been a director of Palatin since September 2017.

Since March 2021, Dr.

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Committees and meetings .

The board has an audit committee, a compensation committee, and a nominating and corporate governance committee.

During fiscal 2022, the board met four times, the audit committee met four times, the compensation committee met two times and the nominating and corporate governance committee met two times.

Each director attended at least 75% of the total number of meetings of the board and committees of the board on which he or she served.

The independent directors meet in executive sessions at least annually, following the annual board meeting.

The board of directors has an audit committee, a compensation committee, and a nominating and corporate governance committee.

During the fiscal year ended June 30, 2023 (“fiscal 2023”), the board of directors met four times, the audit committee met four times, the compensation committee met two times and the nominating and corporate governance committee met two times.

Each director attended at least 75% of the total number of meetings of the board of directors and committees of the board of directors on which he or she served.

The independent directors meet in executive sessions at least annually, following the annual board of directors meeting.

We do not have a policy requiring our directors to attend stockholder meetings.

With the exception of Dr.

Spana, the directors did not attend the virtual annual meeting of stockholders held on June 24, 2022.

The directors did not attend the virtual annual meeting of stockholders held on June 20, 2023.

Audit committee .

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Manning and Mr.

The board has determined that the members of the audit committee are independent, as defined in the listing standards of the NYSE American and satisfy the requirements of the NYSE American as to financial literacy and expertise.

The board of directors has determined that the members of the audit committee are independent, as defined in the listing standards of the NYSE American and satisfy the requirements of the NYSE American as to financial literacy and expertise.

The board has determined that at least one member of the committee, Mr.

deVeer, is the audit committee financial expert as defined by Item 407 of Regulation S-K.

The responsibilities of the audit committee are set forth in a written charter adopted by the board and updated as of October 1, 2013, a copy of which is available on our web site at www.palatin.com/investors/corporate-governance/.

The responsibilities of the audit committee are set forth in a written charter adopted by the board of directors and updated as of October 1, 2013, a copy of which is available on our web site at www.palatin.com/investors/corporate-governance/.

Compensation committee.

The compensation committee reviews and recommends to the board on an annual basis employment agreements and compensation for our officers, directors, and some employees, and administers our 2011 Plan and the options still outstanding which were granted under previous stock option plans.

The compensation committee reviews and recommends to the board of directors on an annual basis employment agreements and compensation for our officers, directors, and some employees.

The compensation committee is composed of Dr.

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Our Chief Financial Officer supports the committee in its work by gathering, analyzing, and presenting data on our compensation arrangements and compensation in the marketplace.

The responsibilities of the compensation committee are set forth in a written charter adopted by the board effective October 1, 2013, a copy of which is available on our web site at www.palatin.com/investors/corporate-governance/.

The committee administers our 2011 Plan, under which it has delegated to an officer its authority to grant stock options to employees and to a single-member committee of the board its authority to grant restricted stock units to officers and to grant options and restricted stock units to our consultants, but in either instance not to grant options or restricted stock units to themselves, any member of the board or officer, or any person subject to Section 16 of the Exchange Act.

The responsibilities of the compensation committee are set forth in a written charter adopted by the board of directors effective October 1, 2013, a copy of which is available on our web site at www.palatin.com/investors/corporate-governance/.

The compensation committee administers our 2011 Plan, under which it has delegated to an officer its authority to grant stock options to employees and to a single-member committee of the board of directors its authority to grant restricted stock units to officers and to grant options and restricted stock units to our consultants, but in either instance not to grant options or restricted stock units to themselves, any member of the board of directors or officer, or any person subject to Section 16 of the Exchange Act.

Nominating and corporate governance committee.

The nominating and corporate governance committee assists the board in recommending nominees for directors, and in determining the composition of committees.

It also reviews, assesses, and makes recommendations to the board concerning policies and guidelines for corporate governance, including relationships of the board, the stockholders and management in determining our direction and performance.

The responsibilities of the nominating and corporate governance committee are set forth in a written charter adopted by the board and updated as of October 1, 2013, a copy of which is available on our web site at www.palatin.com/investors/corporate-governance/.

The nominating and corporate governance committee assists the board of directors in recommending nominees for directors, and in determining the composition of committees.

It also reviews, assesses, and makes recommendations to the board of directors concerning policies and guidelines for corporate governance, including relationships of the board of directors, the stockholders and management in determining our direction and performance.

The responsibilities of the nominating and corporate governance committee are set forth in a written charter adopted by the board of directors and updated as of October 1, 2013, a copy of which is available on our web site at www.palatin.com/investors/corporate-governance/.

The nominating and corporate governance committee is composed of Dr.

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Unless a director resigns, all directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

Directors serve as members of committees as the board determines from time to time.

Directors serve as members of committees as the board of directors determines from time to time.

Communicating With Directors

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Wills, Secretary, Palatin Technologies, Inc., 4B Cedar Brook Drive, Cranbury, NJ 08512.

However, any stockholder or other interest party who wishes to address questions regarding our business directly to the board of directors, or any individual director, including the Chairman or non-management directors as a group, can direct questions to the board members or a director by regular mail to the Secretary at the address above or by e-mail at boardofdirectors@palatin.com.

However, any stockholder or other interest party who wishes to address questions regarding our business directly to the board of directors, or any individual director, including the Chairman or non-management directors as a group, can direct questions to the members of the board of directors or a director by regular mail to the Secretary at the address above or by e-mail at boardofdirectors@palatin.com.

Stockholders or other interested parties may also submit their concerns anonymously or confidentially by postal mail.

Communications are distributed to the board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication, unless the Secretary determines that the communication is unrelated to the duties and responsibilities of the board, such as product inquiries, resumes, advertisements or other promotional material.

Communications that are unduly hostile, threatening, illegal or similarly unsuitable will also not be distributed to the board or any director.

Communications are distributed to the board of directors, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication, unless the Secretary determines that the communication is unrelated to the duties and responsibilities of the board of directors, such as product inquiries, resumes, advertisements or other promotional material.

Communications that are unduly hostile, threatening, illegal or similarly unsuitable will also not be distributed to the board of directors or any director.

All communications excluded from distribution will be retained and made available to any non-management director upon request.

Board Role in Risk Oversight

Our board, as part of its overall responsibility to oversee the management of our business, considers risks generally when reviewing our strategic plan, financial results, business development activities, legal and regulatory matters.

The board satisfies this responsibility through regular reports directly from our officers responsible for oversight of particular risks.

The board’s risk management oversight also includes full and open communications with management to review the adequacy and functionality of the risk management processes used by management.

The board’s role in risk oversight has no effect on the board’s leadership structure.

In addition, committees of the board assist in its risk oversight responsibility, including:

The audit committee assists the board in its oversight of the integrity of the financial reporting and our compliance with applicable legal and regulatory requirements.

Our board of directors, as part of its overall responsibility to oversee the management of our business, considers risks generally when reviewing our strategic plan, financial results, business development activities, legal and regulatory matters.

The board of directors satisfies this responsibility through regular reports directly from our officers responsible for oversight of particular risks.

The board of directors’s risk management oversight also includes full and open communications with management to review the adequacy and functionality of the risk management processes used by management.

The board of directors’s role in risk oversight has no effect on the board of directors’s leadership structure.

In addition, committees of the board of directors assist in its risk oversight responsibility, including:

The audit committee assists the board of directors in its oversight of the integrity of the financial reporting and our compliance with applicable legal and regulatory requirements.

It also oversees our internal controls and compliance activities and meets privately with representatives from our independent registered public accounting firm.

The compensation committee assists the board in its oversight of risk relating to compensation policies and practices.

The compensation committee assists the board of directors in its oversight of risk relating to compensation policies and practices.

The compensation committee annually reviews our compensation policies, programs, and procedures, including the incentives they create and mitigating factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to our company.

Board Leadership Structure

Since 2000, the roles of chairman of the board and chief executive officer have been held by separate persons.

Prendergast, Ph.D., a non-employee director, has served as Chairman of the board since June 2000.

Since 2000, the roles of chairman of the board of directors and chief executive officer have been held by separate persons.

Prendergast, Ph.D., a non-employee director, has served as Chairman of the board of directors since June 2000.

Carl Spana, Ph.D., has been our Chief Executive Officer and President since June 2000.

Generally, the chairman is responsible for advising the chief executive officer, assisting in long-term strategic planning, and presiding over meetings of the board, and the chief executive officer, together with our chief financial officer and chief operating officer, is responsible for leading our day-to-day performance and operations.

While we do not have a written policy with respect to separation of the roles of chairman of the board and chief executive officer, the board believes that the existing leadership structure, with the separation of these roles, provides several important advantages, including:

enhancing the accountability of the chief executive officer to the board;

strengthening the board’s independence from management;

assisting the board in reaching consensus on particular strategies and policies;

and facilitating robust director, board, and executive officer evaluation processes.

Generally, the chairman is responsible for advising the chief executive officer, assisting in long-term strategic planning, and presiding over meetings of the board of directors, and the chief executive officer, together with our chief financial officer and chief operating officer, is responsible for leading our day-to-day performance and operations.

While we do not have a written policy with respect to separation of the roles of chairman of the board of directors and chief executive officer, the board of directors believes that the existing leadership structure, with the separation of these roles, provides several important advantages, including:

enhancing the accountability of the chief executive officer to the board of directors;

strengthening the board of directors’s independence from management;

assisting the board of directors in reaching consensus on particular strategies and policies;

and facilitating robust director, board of directors, and executive officer evaluation processes.

Code of Corporate Conduct and Ethics

We have adopted a code of corporate conduct and ethics, updated as of March 8, 2021, that applies to all of our directors, officers and employees, including our Chief Executive Officer and Chief Financial Officer.

You can view the code of corporate conduct and ethics at our website, www.palatin.com/investors/corporate-governance/.

You can view the code of corporate conduct and ethics at our website at www.palatin.com/investors/corporate-governance/.

We will disclose any amendments to, or waivers from, provisions of the code of corporate conduct and ethics that apply to our directors, principal executive and financial officers in a current report on Form 8-K, unless the rules of the NYSE American permit website posting of any such amendments or waivers.

Executive Officers

Executive officers are appointed by the board and serve at the discretion of the board.

Executive officers are appointed by the board of directors and serve at the discretion of the board of directors.

Each officer holds his position until his successor is appointed and qualified.

The current executive officers hold office under employment agreements.

The current executive officers, each of whom hold office under employment agreements, are as follows.

Position with Palatin

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Spana is included above under the heading “Identification of Directors.”

WILLS, CPA, MST, currently serves as the Chief Financial Officer (since 1997), Chief Operating Officer (since 2011), Treasurer and Secretary of Palatin.

WILLS, age 66, CPA, MST currently serves as the Chief Financial Officer (since 1997), Chief Operating Officer (since 2011), Treasurer and Secretary, of Palatin.

Wills has served on the board of directors of MediWound Ltd.

MDWD), a biopharmaceutical company focused on treatment in the fields of severe burns, chronic and other hard to heal wounds, since April 2017, and as Chairman since January 2018, and also has served on the board of directors of Gamida Cell Ltd.

GMDA), a leading cellular and immune therapeutics company, since March 2019 (chairman of audit committee and member of the compensation and finance committee), and of Amryt Pharma, a biopharmaceutical company focused on developing and delivering treatments to help improve the lives of patients with rare and orphan diseases, since September 2019 (chairman of audit committee and member of the compensation and finance committee).

MDWD), a biopharmaceutical company focused on treatment in the fields of severe burns, chronic and other hard to heal wounds, since April 2017, and as Chairman from October 2017 until August 2022, and starting September 2022, is the chairman of the audit committee and a member of the compensation committee.

He also has served on the board of directors of Gamida Cell Ltd.

GMDA), a leading cellular and immune therapeutics company, since March 2019, and is chairman of the audit committee and a member of the compensation and finance committees.

Wills serves as the Chief Financial Officer of Cactus Acquisition Corp (Nasdaq:

CCTS), a Special Purpose Acquisition Company (SPAC).

Wills also serves on the board of trustees and executive committee of The Hun School of Princeton, a college preparatory day and boarding school, since 2013, and as its Chairman since June 2018.

Wills served on the board of directors of Amryt Pharma Plc, a biopharmaceutical company focused on developing and delivering treatments to help improve the lives of patients with rare and orphan diseases, from September 2019 through April 2023, when Amryt was acquired by Chiesi Farmaceutici.

Wills served on the board of trustees and executive committee of The Hun School of Princeton, a college preparatory day and boarding school since 2014, and as its Chairman starting June 2018, to his retirement in June 2023.

Wills served on the board of directors of Caliper Corporation, a psychological assessment and talent development company, since March 2016, and as Chairman from December 2016 to December 2019, when PSI Corporation acquired Caliper.

Wills served as Executive Chairman and Interim Principal Executive Officer of Derma Sciences, Inc., a provider of advanced wound care products, from December 2015 to February 2017, when Derma Sciences was acquired by Integra Lifesciences (Nasdaq:

Previously, Mr.

Wills served on the board of directors of Derma Sciences as the lead director and chairman of the audit committee from June 2000 to December 2015.

Wills served as the Chief Financial Officer of Derma Sciences from 1997 to 2000.

Wills served on the board of directors of Derma Sciences as the lead director and chairperson of the audit committee from June 2000 to December 2015, and served as the Chief Financial Officer of Derma Sciences from 1997 to 2000.

Wills served as the President and Chief Operating Officer of Wills, Owens & Baker, P.C., a public accounting firm, from 1991 to 2000.

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Executive Officer and President

Wills, MST, CPA, Chief Financial Officer,

Chief Operating Officer and Executive Vice President

Wills, MST, CPA, Chief Financial

Officer, Chief Operating Officer and Executive Vice President

Amounts in these columns represent the aggregate grant date fair value for stock awards and option awards computed using either the Black-Scholes model or a multifactor Monte Carlo simulation.

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Wills, $22,600 for performance-based restricted stock units and $8,400 for performance-based stock options.

The aggregate grant date fair value of the performance-based restricted stock units granted in fiscal 2021, assuming that the highest level of performance would be achieved, was as follows:

Spana, $155,063;

Wills, $131,114.

The aggregate grant date fair value of the performance-based restricted stock units and performance-based stock options granted in fiscal 2022, assuming that the highest level of performance would be achieved, was as follows:

Spana, $17,992 for performance-based restricted stock units and $36,475 for performance-based stock options;

Wills, $16,806 for performance-based restricted stock units and $31,528 for performance-based stock options.

For a description of the assumptions we used to calculate these amounts, see Note 14 to the consolidated financial statements included in this Annual Report.

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Consists of matching contributions to 401(k) plan.

Bonus amount for fiscal year 2022 paid after fiscal year end but accrued as of June 30, 2022.

Bonus amounts for fiscal years 2022 and 2023 paid after fiscal year end but accrued as of June 30.

The salary for each named executive officer is based, among other factors, upon job responsibilities, level of experience, individual performance, comparisons to the salaries of executives in similar positions obtained from market surveys, and internal comparisons.

The compensation committee considers changes in the base salaries of our named executive officers annually.

Effective July 1, 2022, the compensation committee approved increases in base salaries to $700,000 for Dr.

Effective July 1, 2023, the base salaries remain $700,000 for Dr.

Spana and $650,000 for Mr.

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The following table briefly describes each category of corporate objectives, the relative weighting of each objective, and the related achievement level for fiscal 2023:

CORPORATE OBJECTIVES

DISCRETIONARY

CORPORATE OBJECTIVES RELATED TO:

DISCRETIONARY ADJUSTMENTS

TOTAL WEIGHTED ACHIEVEMENT

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Spana and 235% of base salary for Mr.

Wills, however for fiscal 2022, to conserve the number of available shares under the plan, the target long-term incentive opportunity for each named executive officer was reduced to 33% of target, or 83% of base salary for Dr.

Wills, however for fiscal 2023 and fiscal 2022, to conserve the number of available shares under the plan, the target long-term incentive opportunity for each named executive officer was reduced to 33% of target, or 83% of base salary for Dr.

Spana and 78% of base salary for Mr.

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The time-based restricted stock units vest as to 25% of the number of shares granted at each anniversary of the date of grant.

The performance-based restricted stock units vest as to 18,000 restricted stock units, comprising 10,000 to Dr.

Spana and 8,000 to Mr.

Wills, on performance criteria only if within two years of the date of grant for a twenty consecutive trading day period the price of common stock on the NYSE American for Palatin Technologies, Inc.

closes at $50.00 per share or greater (a market condition), and as to 16,580 restricted stock units on annual performance criteria relating to corporate objectives, including stock appreciation, advancement of development programs, and licensing of Vyleesi in additional countries or regions.

Additionally on June 22, 2021, we granted 46,000 performance-based stock options and 9,286 performance-based restricted stock units to Dr.

Spana and 39,760 performance-based stock options and 8,674 performance-based restricted stock units to Mr.

Wills, which were not exercisable or payable unless stockholders approved an increase in our authorized shares and shares reserved under our 2011 Stock Incentive Plan, and which vest based on annual performance criteria relating to corporate objectives, including stock appreciation, advancement of development programs, and licensing of Vyleesi in additional countries or regions.

The contingencies underlying these stock options and restricted stock units was deemed satisfied on June 24, 2022, the date our stockholders approved the adoption of an Amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and an Amendment to the Company’s 2011 Stock Incentive Plan to increase the number of shares available for equity awards.

The performance-based restricted stock units vest on annual performance criteria relating to corporate objectives, including stock appreciation, advancement of development programs, and licensing of Vyleesi in additional countries or regions.

On June 22, 2022, we granted 27,080 time-based stock options to Dr.

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Wills, which vest as to 25% of the number of shares granted on each anniversary of the date of grant.

Additionally on June 22, 2021, we granted 23,000 time-based stock options to Dr.

Spana and 19,880 time-based stock options to Mr.

Wills, which were not exercisable unless stockholders approved an increase in our authorized shares and shares reserved under our 2011 Stock Incentive Plan, and which vest as to 25% of the number of shares granted on each anniversary of the date of grant.

Additionally on June 22, 2022, we granted 27,080 performance-based stock options to Dr.

Spana and 23,500 performance-based stock options to Mr.

Wills which vest based on annual performance criteria relating to corporate objectives, including stock appreciation, advancement of development programs, and licensing of Vyleesi in additional countries or regions.

The options have an exercise price of $7.25, the fair market value of the common stock on the business day immediately preceding the date of grant, and they expire on June 22, 2032.

The contingencies underlying these stock options was deemed satisfied on June 24, 2022, the date our stockholders approved the adoption of an Amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and an Amendment to the Company’s 2011 Stock Incentive Plan to increase the number of shares available for equity awards.

Employment Agreements

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AcelRx Pharmaceuticals, Inc.

Aldeyra Therapeutics, Inc.

Ardelyx, Inc.

Clearside Biomedical, Inc.

CymaBay Therapeutics, Inc.

Geron Corporation

AIM ImmunoTech, Inc.

Cumberland Pharmaceuticals, Inc.

Aldeyra Therapeutics, Inc.

Eton Pharmaceuticals, Inc.

Aptevo Therapeutics, Inc.

Kala Pharmaceuticals, Inc.

Ardelyx, Inc.

Kezar Life Sciences, Inc.

La Jolla Pharmaceutical Company

Athersys, Inc.

MEI Pharma, Inc.

MeiraGTx Holdings plc

Oyster Point Pharma, Inc.

Paratek Pharmaceuticals, Inc.

RAPT Therapeutics, Inc.

Verastem, Inc.

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We adopted a stock ownership policy effective April 1, 2019, that requires our named executive officers, as well as our board members, to maintain a minimum ownership level of our common stock.

As of June 30, 2022, the most recent “Determination Date” under the stock ownership policy, all current named executive officers and board members meet the target ownership levels of shares with a value equal to at least five times the annual base salary of named executive officers and at least two times the annual retainer for board members.

Our stock ownership policy is on our website at www.palatin.com/investors/corporate-governance/.

As of June 30, 2023, the most recent “Determination Date” under the stock ownership policy, all board members met the target ownership level of shares of at least two times the annual retainer for board members.

Current named executive officers did not meet the target ownership levels of shares as of June 30, 2023 of a value equal to at least five times the annual base salary, due to a decrease in share price.

Our stock ownership policy, which is on our website at www.palatin.com/investors/corporate-governance/, provides that if covered individuals meet the minimum ownership level of our common stock, a decrease in share price or increase in salary will not result in recalculation of the number of shares needed to satisfy the stock ownership policy unless the covered individual’s actual ownership levels drop below the number of shares required as of the Determination Date that he or she first satisfied the guidelines.

The current named executive officers met the target ownership levels of shares as of June 30, 2022 and at all prior Determination Dates.

In addition, certain time-based and performance-based restricted stock unit awards contain deferred delivery provisions providing for delivery of the common stock after the grantee’s separation from service or a defined changed in control.

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The following table summarizes all of the outstanding equity-based awards granted to our named executive officers as of June 30, 2023, the end of our fiscal year.

All share numbers are calculated giving effect to the Reverse Stock Split.

OPTION AWARDS (1)

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MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3)

OPTION AWARDS (1)

STOCK AWARDS (2)

UNEXERCISABLE

EQUITY INCENTIVE PLAN AWARD:

NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#)

NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED

MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED

EQUITY INCENTIVE PLAN AWARDS:

NUMBER OF UNEARNED SHARES, UNIT OR OTHER RIGHTS THAT HAVE NOT VESTED (#)

EQUITY INCENTIVE PLAN AWARDS:

MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3)

Total Stock Awards

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Stock option vesting schedules:

all options granted on or before June 26, 2018 have fully vested.

Options granted after June 26, 2018 vest over four years with 1/4 of the shares vesting per year starting on the first anniversary of the grant date, provided that the named executive officer remains an employee;

see “Termination and Change-In-Control Arrangements” below for a description of events that could accelerate vesting, except for performance-based options granted on June 16, 2020, June 22, 2021 and June 22, 2022, which vest according to the terms of the grants described above.

all options granted before June 16, 2020 have fully vested.

Options granted on or after June 20, 2018 vest over four years with 1/4 of the shares vesting per year starting on the first anniversary of the grant date, provided that the named executive officer remains an employee;

see “Termination and Change-In-Control Arrangements” below for a description of events that could accelerate vesting, except for performance-based options granted on June 16, 2020, June 22, 2021, June 22, 2022 and June 20, 2023, which vest according to the terms of the grants described above.

Time-based stock award vesting schedule:

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Spana and 22,280 shares for Mr.

restricted stock units granted on June 16, 2020 as to 25,860 shares for Dr.

Spana and 22,280 shares for Mr.

restricted stock units granted on June 22, 2021 as to 28,180 shares to Dr.

Spana and 24,360 shares for Mr.

restricted stock units granted on June 22, 2022 as to 18,200 shares for Dr.

Spana and 15,800 shares for Mr.

Wills and restricted stock units granted on June 20, 2023 as to 66,000 shares for Dr.

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Under the employment agreements, a “change in control,” “cause” and “good reason” are defined as follows:

A “change in control” occurs when:

“change in control” occurs when:

any person or entity acquires more than 50% of the voting power of our outstanding securities;

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Anthony Manning, Ph.D.

_______________________

The aggregate number of shares underlying option awards and unvested stock awards outstanding at June 30, 2022, giving effect to the Reverse Stock Split, for each director was:

The aggregate number of shares underlying option awards and unvested stock awards outstanding at June 30, 2023, for each director was:

Option awards

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Our director compensation program is designed to enhance our ability to attract and retain highly qualified directors and to align their interests with the long-term interests of our stockholders.

The program includes an equity component, which is designed to align the interests of non-employee directors and stockholders, and a cash component, which is designed to compensate non-employee directors for their service on the board.

Directors who are employees of the Company receive no additional compensation for their service on the board.

The compensation committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full board.

As part of this annual review, the compensation committee considers the significant time commitment and skill level required by each non-employee director in serving on the board and its various committees.

Directors who are employees of the Company receive no additional compensation for their service on the board of directors.

The compensation committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full board of directors.

The compensation committee seeks to maintain a market competitive director compensation program and, with the assistance of its independent compensation consultant, Aon Rewards, benchmarks our director compensation program against the peer group we use to evaluate our executive compensation program.

Non-Employee Directors’ Equity Grants.

Our non-employee directors receive an annual equity grant at the board meeting closest to the beginning of each fiscal year, or such other date as may be determined by the board.

On June 22, 2022, the Chairman of the board received 3,960 restricted stock units which vest on June 22, 2023 and an option to purchase 6,920 shares of common stock, and each other serving non-employee director received 2,920 restricted stock units which vest on June 22, 2023 and an option to purchase 5,120 shares of common stock.

All of the options have an exercise price of $7.25 per share, the closing price of our common stock on the business day immediately preceding the date of grant, vest in twelve monthly installments beginning July 31, 2021, expire ten years from the date of grant and provide for accelerated vesting in the event of involuntary termination as a director following a change in control, with exercise permitted following accelerated vesting for up to the earlier of one year after termination or the expiration date of the option.

On June 22, 2021, the Chairman of the board received 4,200 restricted stock units which vested on June 22, 2022 and an option to purchase 6,920 shares of common stock, and each other serving non-employee director received 3,080 restricted stock units which vested on June 22, 2022 and an option to purchase 5,120 shares of common stock.

Our non-employee directors receive an annual equity grant at the board of directors meeting closest to the beginning of each fiscal year, or such other date as may be determined by the board of directors.

On June 20, 2023, the Chairman of the board of directors received 13,000 restricted stock units which vest on June 20, 2024 and an option to purchase 22,000 shares of common stock, and each other serving non-employee director received 10,000 restricted stock units which vest on June 20, 2024 and an option to purchase 16,000 shares of common stock.

All of the options have an exercise price of $2.19 per share, the closing price of our common stock on the business day immediately preceding the date of grant, vest in twelve monthly installments beginning July 31, 2023, expire ten years from the date of grant and provide for accelerated vesting in the event of involuntary termination as a director following a change in control, with exercise permitted following accelerated vesting for up to the earlier of one year after termination or the expiration date of the option.

On June 22, 2022, the Chairman of the board of directors received 3,960 restricted stock units which vest on June 22, 2023 and an option to purchase 6,920 shares of common stock, and each other serving non-employee director received 2,920 restricted stock units which vest on June 22, 2023 and an option to purchase 5,120 shares of common stock.

All of the options have an exercise price of $7.25 per share, the closing price of our common stock on the business day immediately preceding the date of grant, vest in 12 monthly installments beginning July 31, 2022, expire ten years from the date of grant and provide for accelerated vesting in the event of involuntary termination as a director following a change in control, with exercise permitted following accelerated vesting for up to the earlier of one year after termination or the expiration date of the option.

Non-Employee Directors’ Cash Compensation .

Prendergast serves as Chairman of the board and for fiscal 2022 received an annual retainer of $87,500, payable quarterly.

Prendergast serves as Chairman of the board of directors and for fiscal 2023 received an annual retainer of $87,500, payable quarterly.

Other non-employee directors received an annual base retainer of $40,000, payable on a quarterly basis.

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For the fiscal year ending June 30, 2024, Dr.

Prendergast serves as Chairman of the board and will received an annual retainer of $87,500, payable quarterly.

Prendergast serves as Chairman of the board of directors and will receive an annual retainer of $87,500, payable quarterly.

Other non-employee directors will receive an annual base retainer of $40,000, payable on a quarterly basis.

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Members of the foregoing committees, other than the non-employee Chairman, receive an additional retainer of one-half the retainer payable to the committee chairperson.

The board also formed a program development committee, charged with reviewing new product opportunities and product development strategy.

The board of directors also formed a program development committee, charged with reviewing new product opportunities and product development strategy.

The chairperson of the program development committee receives $3,500 per day of service, and members of the committee receive $2,500 per day of service.

Non-Employee Directors’ Expenses.

Non-employee directors are reimbursed for expenses incurred in performing their duties as directors, including attending all meetings of the board and any committees on which they serve.

Non-employee directors are reimbursed for expenses incurred in performing their duties as directors, including attending all meetings of the board of directors and any committees on which they serve.

Employee Directors.

Employee directors are not separately compensated for services as directors but are reimbursed for expenses incurred in performing their duties as directors, including attending all meetings of the board and any committees on which they serve.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans.

The table below provides information on our equity compensation plans as of June 30, 2022, giving effect to the Reverse Stock Split:

Equity Compensation Plan Information

as of June 30, 2022

The table below provides information on our equity compensation plans as of June 30, 2022:

Equity Compensation Plan Information as of June 30, 2023

Plan category

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Except as noted, to our knowledge, the persons named in the tables beneficially own and have sole voting and investment power over all shares listed.

The common stock has one vote per share and the Series A preferred stock has approximately 1 vote per share of Series A preferred stock.

The common stock has one vote per share and the Series A preferred stock has approximately one vote per share of Series A preferred stock.

Voting power is calculated on the basis of the aggregate of common stock and Series A preferred stock outstanding as of September 27, 2023, on which date 11,946,646 shares of common stock and 4,030 shares of Series A preferred stock, convertible into 3,550 shares of common stock, were outstanding.

Series B Preferred Stock and Series C Preferred Stock have no voting rights, other than for the Reverse Stock Split, which vote was June 24, 2022, unless such preferred stock is converted to common stock.

As of September 20, 2022, there were 8,100,000 shares of Series B Preferred Stock outstanding, convertible into 1,200,000 shares of common stock, and 900,000 shares of Series C Preferred Stock outstanding, convertible into 133,333 shares of common stock.

Under our Insider Trading and Securities Law Compliance Policy directors and officers may not engage in hedging, monetization or pledging transactions of our securities.

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NAME OF BENEFICIAL OWNER

AMOUNT AND NATURE

OF BENEFICIAL OWNERSHIP

PERCENT OF CLASS

PERCENT OF TOTAL

Carl Spana, Ph.D.

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1,004,400 (9)

_______________

*Less than one percent.

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Includes 27,446 shares of common stock underlying outstanding options and 2,800 shares of common stock underlying restricted stock units, all of which shares of common stock underlying restricted stock units have vested but not been delivered under deferred delivery provisions providing for delivery after the grantee’s separation from service or a defined change in control, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.

Consists of 20,766 shares of common stock underlying outstanding options and 2,000 shares of common stock underlying restricted stock units, all of which shares of common stock underlying restricted stock units have vested but not been delivered under deferred delivery provisions providing for delivery after the grantee’s separation from service or a defined change in control, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.

Consists of 17,866 shares of common stock underlying outstanding options and 600 shares of common stock underlying restricted stock units, all of which shares of common stock underlying restricted stock units have vested but not been delivered under deferred delivery provisions providing for delivery after the grantee’s separation from service or a defined change in control, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.

Includes 26,846 shares of common stock underlying outstanding options and 2,000 shares of common stock underlying restricted stock units, all of which shares of common stock underlying restricted stock units have vested but not been delivered under deferred delivery provisions providing for delivery after the grantee’s separation from service or a defined change in control, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.

Includes 23,946 shares of common stock underlying outstanding options and 600 shares of common stock underlying restricted stock units, all of which shares of common stock underlying restricted stock units have vested but not been delivered under deferred delivery provisions providing for delivery after the grantee’s separation from service or a defined change in control, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.

Includes 698,504 shares of common stock underlying outstanding options and restricted stock units.

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NAME AND ADDRESS OF BENEFICIAL OWNER

OWNERSHIP (1)

AMOUNT AND NATURE OF

BENEFICIAL OWNERSHIP (1)

PERCENT OF TOTAL

Morganville, NJ 07751

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New York, NY 10019

NAME AND ADDRESS OF BENEFICIAL OWNER

OWNERSHIP (1)

New York, NY 10019

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The Woodlands, TX 77381

Pontifax Medison Finance (Israel) L.P.

14 Shenkar Street

Herzelia, Israel

Pontifax Medison Finance (Cayman) L.P.

14 Shenkar Street

Herzelia, Israel

Pontifax Medison Finance (Israel) L.P.

14 Shenkar Street

Herzelia, Israel

Pontifax Medison Finance (Cayman) L.P.

14 Shenkar Street

Herzelia, Israel

_______________

*Less than one percent.

Unless otherwise indicated by footnote, all share amounts represent outstanding shares of the class indicated, and all beneficial owners listed have, to our knowledge, sole voting and dispositive power over the shares listed.

Series B and C Preferred Stock has no right to vote at any future meeting of stockholders unless converted to common stock.

Series B and C Preferred Stock exercised its right to vote in favor of the Reverse Stock Split at the annual meeting of stockholders held on June 24, 2022, but under the certificates of designation this was the only material item on which the Series B and C Preferred Stock had the right to vote.

Certain Relationships and Related Transactions, and Director Independence.

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Principal Accounting Fees and Services.

KPMG LLP (“KPMG”), Philadelphia, PA, Auditor Firm ID, 185 , served as our independent registered public accounting firm for fiscal 2022 and fiscal 2021.

For fiscal 2022, fees for professional services rendered for the audit of our annual consolidated financial statements and review of our consolidated financial statements in our Forms 10-Q and services provided in connection with regulatory filings and comfort letters were $433,000 For fiscal 2021, fees for professional services rendered for the audit of our annual consolidated financial statements and review of our consolidated financial statements in our Forms 10-Q were $398,000.

KPMG LLP (“KPMG”), Philadelphia, PA, Auditor Firm ID:

185, served as our independent registered public accounting firm for fiscal 2023 and fiscal 2022.

For fiscal 2023, fees for professional services rendered for the audit of our annual consolidated financial statements and review of our consolidated financial statements in our Forms 10-Q and services provided in connection with regulatory filings and comfort letters were $491,500.

Audit-Related Fees .

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The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the audit committee at its next scheduled meeting.

Exhibits, Financial Statement Schedules.

Exhibit and Financial Statement Schedules.

(a) Documents filed as part of the report:

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Filed Herewith

Equity Distribution Agreement, dated April 20, 2018, by and between Palatin Technologies, Inc.

and Canaccord Genuity LLC

April 20, 2018

Equity Distribution Agreement, dated June 21, 2019, by and between Palatin Technologies, Inc.

and Canaccord Genuity LLC

June 21, 2019

Restated Certificate of Incorporation of Palatin Technologies, Inc., as amended.

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August 31, 2022

Certificate of Elimination with respect to Series B Convertible Preferred Stock and Series C Convertible Preferred Stock

February 14, 2023

Form of Pre-Funded Warrant.

November 2, 2022

Form of Common Warrant.

November 2, 2022

For of Placement Agent Warrant.

November 2, 2022

Form of Series A 2012 Warrant.

Filed Herewith

Form of Series B 2012 Warrant.

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December 30, 2014

Filed Herewith

Form of Series D 2014 Common Stock Purchase Warrant.

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December 1, 2016

Form of warrant issued to PSL Business Development Consulting and SARL Avisius in connection with a contract for financial advisory services.

February 10, 2017

Description of Securities

6 unchanged sentences

September 21, 2011

Form of Option Certificate (Non-Qualified Option) Under the 2005 Stock Plan.

Form of Opinion Certificate (Non-Qualified Opinion) Under the 2005 Stock Plan.

September 21, 2011

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Form of Amended Option Certificate (Incentive Option) Under the 2005 Stock Plan.

2011 Stock Incentive Plan, as amended and restated.

June 29, 2020

Filed Herewith

2011 Stock Incentive Plan, as amended, restated and adopted by the stockholders on June 20, 2023.

Form of Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan.

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Form of Incentive Stock Option Agreement under the 2011 Stock Incentive Plan.

Filed Herewith

Form of Restricted Share Unit Agreement under the 2011 Stock Incentive Plan.

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February 10, 2017

Filed Herewith

License Agreement, dated September 6, 2017, by and between Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd.

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September 25, 2020

Filed Herewith

Commercial Supply Agreement dated September 29, 2020, by and between Catalent Belgium S.A.

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Form of Common Stock Purchase Warrant.

Form of Securities Purchase Agreement, dated October 31, 2022, between Palatin Technologies, Inc.

and the Purchasers named therein.

November 2, 2022

Equity Distribution Agreement, dated April 20, 2018, by and between Palatin Technologies, Inc.

and Canaccord Genuity LLC.

April 20, 2018

Equity Distribution Agreement, dated June 21, 2019, by and between Palatin Technologies, Inc.

and Canaccord Genuity LLC.

June 21, 2019

Equity Distribution Agreement, dated April 12, 2023, between Palatin Technologies, Inc.

and Canaccord Genuity LLC.

April 12, 2023

Subsidiary of Palatin Technologies, Inc.

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Certification of Chief Financial Officer.

Filed Herewith

Certification of principal executive officer pursuant to U.S.C.

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The confidential portions of this exhibit were omitted by means of marking such portions with asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos.

33-8238 and 34-47986, Final Rule:

Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 and 32.2 hereto is deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.

Form 10-K Summary.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures