What changed in this filing

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Item 9A. Controls and Procedures

2024-09-30 compared with 2023-09-28 · 109 added, 89 removed, 706 unchanged (22% of the section changed)

Controls and Procedures.

Our management carried out an evaluation, with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2023, our disclosure controls and procedures were effective.

A control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act.

Our internal control system was designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There was no change in our internal control over financial reporting during the fourth quarter of the period covered by this Annual Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2023.

In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework as adopted in 2013 .

Based on its assessment, management believes that, as of June 30, 2023, our internal control over financial reporting is effective based on those criteria.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2024, our disclosure controls and procedures were not effective due to a material weakness in our controls over the accounting for complex financial instruments, specifically in connection with the valuation of warrant liability.

In light of this material weakness, we performed additional analysis deemed necessary to ensure that our consolidated financial statements were prepared in accordance with U.S.

Accordingly, management believes that the consolidated financial statements included in this Annual Report on Form 10-K, present fairly, in all material respects, our financial position as of June 30, 2024 and June 30, 2023, and our results of operations and cash flows for each of the years then ended.

The Company will adjust prior periods as those financial statements are presented for comparative purposes in future filings.

While we processes to identify and appropriately apply applicable account requirements, we are improving these processes to ensure that the nuances of the accounting standards that apply to complex financial instruments and such other significant or unusual transactions are effectively evaluated.

There were no other changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

During the Company’s fiscal quarter ended June 30, 2024, no director or officer, as defined in Rule 1a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.

All current directors were elected at our annual stockholders’ meeting on June 20, 2023.

All current directors were elected at our annual meeting of stockholders meeting on June 27, 2024.

Position with Palatin

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Manning, Ph.D.

_____________________

(1) Member of the audit committee.

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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.

Prendergast is lead director of Scorpius Holdings, Inc.

(NYSE American:

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

SCPX), a publicly traded integrated contract development and manufacturing organization (CDMO), 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.

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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 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.

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

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

COGT), a publicly traded oncology biopharmaceutical company, Edgewise Therapeutics, Inc.

EWTX), a leading muscle disease biopharmaceutical company, and is a director (since February 2022) and currently chair of TC Biopharm (Holdings) PLC (Nasdaq:

TCBP), a United Kingdom biopharmaceutical company.

She 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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MANNING, Ph.D.

has been a director of Palatin since September 2017.

has been a director of Palatin since September 2017, and since July 2023 has been a director of Monte Rosa Therapeutics, Inc.

GLUE), a clinical-stage biotechnology company developing novel molecular glue degrader (MGD)-based medicines.

Since March 2021, Dr.

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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 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.

However, any stockholder or other interested 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.

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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.

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

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

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

strengthening the board of directors’s independence from management;

strengthening the board of directors’ independence from management;

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

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

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, 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 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).

GMDA), a leading cellular and immune therapeutics company, from March 2019 to June 2024, following a transaction with Highbridge Capital Management, LLC.

Wills was chairman of the audit committee and a member of the compensation and finance committees of Gamida Cell Ltd.

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

CCTS), a Special Purpose Acquisition Company (SPAC) from November 2021 to May 2024.

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 as the chairman of the audit committee and a member of the compensation, finance and compliance committees.

Wills served on the board of trustees and executive committee of The Hun School of Princeton, a college preparatory day and boarding school from 2014, and as its Chairman starting June 2018, until 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.

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Name and Principal Position

awards (1) ($)

Nonequity incentive plan compensation (2) ($)

Carl Spana, Ph.D., Chief

Executive Officer and 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.

The aggregate grant date fair value of the performance-based restricted stock units and performance-based stock options granted in fiscal 2023, assuming that the highest level of performance would be achieved, was as follows:

Carl Spana, Ph.D.,

Chief Executive Officer and President

Wills, MST, CPA, Chief Financial Officer,

Chief Operating Officer and Executive Vice President

_______________

(1) Amounts in these columns represent the aggregate grant date fair value for stock awards and option awards computed using the Black-Scholes model.

The aggregate fair value of the performance-based restricted stock units and performance-based stock options granted in fiscal 2024 was as follows:

Spana, $50,800 for performance-based restricted stock units and $34,200 for performance-based stock options;

Wills, $44,400 for performance-based restricted stock units and $29,700 for performance-based stock options.

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:

The aggregate fair value of the performance-based restricted stock units and performance-based stock options granted in fiscal 2023 was as follows:

Spana, $25,900 for performance-based restricted stock units and $9,700 for performance-based stock options;

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For a description of the assumptions we used to calculate these amounts, see Note 15 to the consolidated financial statements included in this Annual Report.

Annual incentive amounts.

(2) Annual incentive and merit amounts.

(3) Consists of matching contributions to 401(k) plan.

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

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

Effective July 1, 2024, the compensation committee approved increases in base salaries to $721,000 for Dr.

Spana and $670,000 for Mr.

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Corporate Objectives Related to:

DISCRETIONARY ADJUSTMENTS

TOTAL WEIGHTED ACHIEVEMENT

Vyleesi (bremelanotide) FSD Program

Discretionary

Total Weighted

Vyleesi (bremelanotide) SF Program

Vyleesi Obesity Program

Anti-Inflammatory Programs

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Wills (subject to rounding conventions).

In addition to his annual incentive, the compensation committee also awarded Mr.

Wills a $100,000 cash bonus in fiscal 2024 pursuant to his efforts in the sale of Vyleesi to Cosette Pharmaceuticals, Inc.

Long-Term Incentive Program

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Spana and 235% of base salary for Mr.

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.

Wills, however for fiscal 2023 and 2024, 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 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.

The grants were subject to certification by the Chief Financial Officer that the Company’s stockholders had increased the shares reserved under the 2011 Stock Incentive Plan, and that there were no impediments to the grant of the restricted stock units.

The required certification was made on July 15, 2024.

On June 4, 2024, we granted 113,500 time-based stock options to Dr.

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Spana and 99,000 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 $2.19, the fair market value of the common stock on the business day immediately preceding the date of grant, and they expire on June 20, 2033.

Wills which vest based on annual performance criteria relating to corporate objectives, including stock appreciation and advancement of development programs,.

The options have an exercise price of $1.83, the fair market value of the common stock on the date of grant, and they expire on June 4, 2034.

The required certification was made on July 15, 2024.

On June 20, 2023, as part of our fiscal 2024 long-term incentive program, we granted 66,000 time-based restricted stock units and 66,000 performance-based restricted stock units to Dr.

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The compensation committee engaged Aon Consulting, Inc.

through its Aon Rewards Solutions division (“Aon Rewards”), a nationally recognized global human resources consulting firm, as its independent compensation advisor in May 2022.

through its Aon Rewards Solutions division (“Aon Rewards”), a nationally recognized global human resources consulting firm, as its independent compensation advisor for fiscal 2023 and fiscal 2024.

Aon Rewards principally provided analysis, advice, and recommendations on named executive officers and non-employee director compensation.

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AcelRx Pharmaceuticals, Inc.

Clearside Biomedical, Inc.

AIM ImmunoTech, Inc.

Cumberland Pharmaceuticals, Inc.

Aldeyra Therapeutics, Inc.

Eton Pharmaceuticals, Inc.

AIM ImmunoTech, Inc.

Aptevo Therapeutics, Inc.

Kala Pharmaceuticals, Inc.

Ardelyx, Inc.

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MEI Pharma, Inc.

Clearside Biomedical, Inc.

MeiraGTx Holdings plc

Cumberland Pharmaceuticals, Inc.

Paratek Pharmaceuticals, Inc.

Eton Pharmaceuticals, Inc.

Kala Pharmaceuticals, Inc.

Verastem, Inc.

We have determined to conduct a compensation peer group analysis every two years and anticipate that an independent compensation advisor will utilize a revised compensation peer group for awards to be made in June 2025 for the fiscal year ending June 30, 2026, including utilization of a compensation peer group.

Compensation at Risk.

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As of June 30, 2024, 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.

The named executive officers met the target ownership levels because they had met the policy guidelines previously, and no recalculation was required under the policy.

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.

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

“change in control” occurs when:

A “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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Spana did not receive any separate compensation for his services as a director.

Fees earned or

paid in cash ($)

Option awards

Prendergast, Ph.D.

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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 4, 2024, we granted the Chairman of the board of directors 16,000 restricted stock units which vest on June 4, 2025 and an option to purchase 23,000 shares of common stock, and each other serving non-employee director received 12,000 restricted stock units which vest on June 4, 2025 and an option to purchase 17,000 shares of common stock.

All of the options have an exercise price of $1.83 per share, the closing price of our common stock on the date of grant, vests on June 4, 2025, 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.

The required certification was made on July 15, 2024.

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 .

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The table below provides information on our equity compensation plans as of June 30, 2024:

Equity Compensation Plan Information as of June 30, 2023

Equity Compensation Plan Information

as of June 30, 2024

Plan category

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Includes 2,263,440 options and 1,374,980 restricted stock units granted under our 2011 Stock Incentive Plan.

The amount in column (a) for equity compensation plans approved by security holders includes 987,521 shares reserved for issuance on vesting of outstanding restricted stock units, granted under our 2011 Stock Incentive Plan, which vest on various dates through June 20, 2027, subject to the fulfillment of service, market conditions, or performance conditions.

The amount in column (a) for equity compensation plans approved by security holders includes 1,374,980 shares reserved for issuance on vesting of outstanding restricted stock units, granted under our 2011 Stock Incentive Plan, which vest on various dates through June 4, 2028, subject to the fulfillment of service, or performance conditions.

Because no exercise price is required for issuance of shares on vesting of the restricted stock units, the weighted-average exercise price in column (b) does not take the restricted stock units into account.

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Name of beneficial owner

AMOUNT AND NATURE

OF BENEFICIAL OWNERSHIP

Amount and nature of beneficial ownership

Percent of class

PERCENT OF TOTAL

Percent of total voting power

Carl Spana, Ph.D.

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Name and address of beneficial owner

AMOUNT AND NATURE OF

BENEFICIAL OWNERSHIP (1)

Amount and nature of beneficial ownership (1)

Percent of total

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Since July 1, 2022, there have been no transactions or proposed transactions in which we were or are to be a participant, in which any related person had or will have a direct or indirect material interest.

Principal Accounting Fees and Services.

Principal Accountant Fees and Services.

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

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The following exhibits are incorporated by reference or filed as part of this report:

Filed Herewith

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

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September 17, 2021

Certificate of Designation of Series B Convertible Redeemable Preferred Stock.

Certificate of Designation of Series C Convertible Redeemable Preferred Stock.

Certificate of Elimination with respect to Series A Preferred Stock and Series B Preferred Stock.

Certificate of Decrease of Series A Convertible Preferred Stock

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August 31, 2022

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

Form of Series A Warrant.

June 21, 2024

Form of Series B Warrant.

June 21, 2024

Form of February 1, 2024 Private Warrant.

February 1, 2024

Form of February 1, 2024 Placement Agent Warrant.

February 1, 2024

Form of January 24, 2024 Amendment to the Placement Agent Warrants issued on November 2, 2022 and October 24, 2023.

February 14, 2024

Form of January 24, 2024 Amendment to the Private Warrants issued to the Investor of November 2, 2022 and October 24, 2023.

February 14, 2024

Form of October 24, 2023 Private Warrant.

October 24, 2023

Form of October 24, 2023 Placement Agent Warrant.

October 24, 2023

Form of October 24, 2023 Pre-Funded Warrant.

October 24, 2023

Form of Common Stock Purchase Warrant.

Form of Pre-Funded Warrant.

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December 30, 2014

Filed Herewith

Form of Series D 2014 Common Stock Purchase Warrant.

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September 21, 2011

Form of Opinion Certificate (Non-Qualified Opinion) 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 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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September 25, 2020

Filed Herewith

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

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November 16, 2020

Form of Securities Purchase Agreement, dated May 11, 2022, by and among Palatin Technologies, Inc., Pontifax Medison Finance (Israel) L.P.

and Pontifax Medison Finance (Cayman) L.P.

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.

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April 12, 2023

Form of Securities Purchase Agreement, dated October 20, 2023, between the Company and the Purchasers named therein.

October 24, 2023

Asset Purchase Agreement entered into December 19, 2023, between the Company and Cosette Pharmaceuticals, Inc.

February 14, 2024

Form of Securities Purchase Agreement, dated January 29, 2024, between the Company and the Purchasers named therein.

February 1, 2024

Inducement Letter, dated June 20, 2024.

June 21, 2024

Palatin Technologies, Inc.

Insider Trading and Securities Law Compliance Policy.

Subsidiary of Palatin Technologies, Inc.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Palatin Technologies, Inc.

Compensation Recovery Policy (Clawback Policy).

Inline XBRL Instance Document.

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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