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Item 9A. Controls and Procedures

2025-09-23 compared with 2024-09-30 · 131 added, 172 removed, 643 unchanged (32% of the section changed)

Controls and Procedures.

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.

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, 2025, 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.

As previously disclosed in our Annual Report on Form 10-K for the year ended June 30, 2024, management identified a material weakness in control over accounting for complex financial instruments.

During the year ended June 30, 2025, management implemented a number of measures to remediate this material weakness including enhanced polices and procedures over the review and approval process.

Management has completed testing of the new controls and has concluded that the materials weakness has been remediated as of June 30, 2025.

Management assessed the effectiveness of our internal control over financial reporting as of June 30, 2025.

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, 2025, our internal control over financial reporting is effective based on those criteria.

Other Information.

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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 meeting of stockholders meeting on June 27, 2024.

All current directors were elected at our annual meeting of stockholders on July 25, 2025.

Position with Palatin

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Prendergast, Ph.D.

Director, Chairman of the Board of Directors

Stanley Hull (1) (2)

Director, Chairperson of the Board of Directors

Morris (1) (2) (3)

Manning, Ph.D.

(1) Member of the audit committee.

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PRENDERGAST, Ph.D.

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

has served as the non-executive Chairperson 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 Scorpius Holdings, Inc.

(NYSE American:

SCPX), a publicly traded integrated contract development and manufacturing organization (CDMO), and a director and Executive Chairman of Recce Pharmaceuticals Ltd.

Prendergast is a director and Executive Chairperson 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.

and MediciNova, Inc.

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

and Scorpius Holdings, Inc.

From October 1991 through December 1997, Dr.

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Prendergast received his M.Sc.

from the University of New South Wales, Sydney, Australia and a C.S.S.

from UNSW Sydney, Sydney, Australia and a C.S.S.

in administration and management from Harvard University.

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His prior service on other publicly traded company boards provides experience relevant to good corporate governance practices.

has been a director of Palatin since November 1998.

Since January 1997, Mr.

deVeer has been the president of deVeer Capital LLC, a private investment company.

He was a director of Solutia Inc., a publicly held chemical-based materials company, until its merger with Eastman Chemical Company in July 2012.

From 1995 until his retirement in 1996, Mr.

deVeer served as Managing Director, Head of Industrial Group, at New York-based Lehman Brothers.

From 1973 to 1995, he held increasingly responsible positions at New York-based CS First Boston, including Head of Project Finance, Head of Industrials and Head of Natural Resources.

He was a managing director, member of the investment banking committee and a trustee of the First Boston Foundation.

He received a B.A.

in economics from Yale University and an M.B.A.

in finance from Stanford Graduate School of Business.

deVeer has extensive experience in investment banking and corporate finance, including the financing of life sciences companies, and serves as the audit committee’s financial expert.

STANLEY HULL has been a director of Palatin since September 2005.

Hull has over three decades of experience in the field of sales, marketing, and drug development.

Hull joined GlaxoSmithKline, a research-based pharmaceutical company, in October 1987 and retired as Senior Vice President, Pharmaceuticals – North America in May 2010.

Hull was responsible for all commercial activities including sales, marketing, sales training, and office operations.

Previously, Mr.

Hull served in the R&D organization of Glaxo Wellcome as Vice President and Worldwide Director of Therapeutic Development and Product Strategy – Neurology and Psychiatry.

Prior to his service in the R&D organization he was Vice President of Marketing – Infectious Diseases and Gastroenterology for Glaxo Wellcome-U.S.

Hull started his career in the pharmaceutical industry with SmithKline and French Laboratories in 1978.

Hull received his B.S.

in business administration from the University of North Carolina at Greensboro.

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

has been a director of Palatin since June 2011.

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CRMD) and Oragenics, Inc.

He previously served on the board of directors of the publicly traded companies Targacept, Inc., EpiCept Corporation (as Non-Executive Chairman), Adams Respiratory Therapeutics, Inc.

He previously served on the board of directors of the publicly traded companies Targacept, Inc., EpiCept Corporation (as Non-Executive Chairperson), Adams Respiratory Therapeutics, Inc.

(acquired by Reckitt Benckiser Group plc), MediciNova, Inc.

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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, 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.

Manning has been providing scientific and strategic advice to biotechnology companies as the principal of Manning Bio Worldwide LLC.

From 2013 until March 2021, Dr.

Manning was senior vice president of research, and since 2018 was chief scientific officer, at Momenta Pharmaceuticals, Inc., a publicly traded biopharmaceutical company developing innovative therapeutics for rare immune-related diseases which was acquired by Johnson & Johnson in October 2020.

From 2011 to 2013, he was senior vice president of research and development at Aileron Therapeutics, Inc., a publicly traded biopharmaceutical company developing stapled peptide therapeutics for cancers and other diseases.

From 2007 to 2011, he was vice president and head of inflammation and autoimmune diseases research at Biogen, Inc., a publicly traded biopharmaceutical company developing medicines for neurological and neurodegenerative conditions.

From 2002 to 2007, he was vice president and global therapy area head for Inflammation, Autoimmunity and Transplantation Research at Roche Pharmaceuticals, the pharmaceutical division of Roche Holding AG, and from 2000 to 2002 he was vice president of Pharmacia, a global pharmaceutical company acquired by Pfizer in 2002.

Manning received his Ph.D., M.Sc.

from the University of Otago, Dunedin, New Zealand.

Manning has extensive experience in translational research and development of new pharmaceutical products, and in pharmaceutical and biotechnology research, development, and business strategy.

The Board and Its Committees

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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, 2024 (“fiscal 2024”), 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.

During the fiscal year ended June 30, 2025 (“fiscal 2025”), the board of directors met five 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.

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

The directors did not attend the virtual annual meeting of stockholders held on June 27, 2024.

The directors did not attend the virtual annual meeting of stockholders held on July 25, 2025.

Audit committee .

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The audit committee also reviews the audit and non-audit fees of the independent registered public accounting firm and the adequacy of our internal control procedures.

The audit committee is currently composed of four independent directors, Mr.

deVeer (chair), and Dr.

Manning and Mr.

The audit committee is currently composed of three independent directors, Ms.

Morris (chair), and Dr.

Dunton and Dr.

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

Morris, 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 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/.

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Dunton (chair), Ms.

Morris and Messrs.

deVeer and Hull.

Morris and Dr.

The board has determined that the members of the compensation committee are independent, as defined in the listing standards of the NYSE American.

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Morris and Dr.

Manning, each of whom meets the independence requirements established by the NYSE American.

Dunton, each of whom meets the independence requirements established by the NYSE American.

Duration of Office.

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Generally, stockholders or other interested parties who have questions or concerns should contact Stephen T.

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

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.

Wills, Secretary, Palatin Technologies, Inc., 11 Deer Park Drive, Suite 204, Monmouth Junction, New Jersey 08852.

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 Chairperson 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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Board Leadership Structure

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.

Since 2000, the roles of Chairperson 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 Chairperson 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 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:

Generally, the Chairperson 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 Chairperson 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;

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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, a member of the compensation committee and research and development committee.

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

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 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.

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:

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 chairperson from October 2017 until August 2022, and is the chair of the audit committee and a member of the compensation committee.

Wills has served on the board of directors of Enzon Pharmaceuticals (OTC:

ENZN), positioned as a public company acquisition vehicle, since January 2025.

Wills served on the board of directors of Gamida Cell Ltd., a cellular and immune therapeutics company, and as chair of the audit committee and a member of the compensation committee, from March 2019 through June 2024, when Gamida was acquired by Highbridge Capital Management.

Wills served as the Chief Financial Officer of Cactus Acquisition Corp, a Special Purpose Acquisition Company (SPAC), from November 2021 until March 2024, when a new Sponsor acquired majority ownership.

Wills served on the board of directors of Amryt Pharma, a biopharmaceutical company focused on developing and delivering treatments to help improve the lives of patients with rare and orphan diseases, and as chair of the audit committee and a member of the compensation committee, 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, June 2014 to June 2023, and as its chairperson from June 2018 to June 2023.

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

Wills served as executive chairperson 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 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 on the board of directors of Derma Sciences as the lead director and chair 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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Chief 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 the Black-Scholes model.

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

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;

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

There were no performance-based grants for fiscal 2025.

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.

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Consists of matching contributions to 401(k) plan.

(4) Bonus amounts for fiscal years 2023 and 2024 paid after fiscal year end but accrued as of June 30.

Bonus amounts for fiscal year 2024 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.

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Annual Incentive Program

We provide annual incentive opportunities to our named executive officers to promote the achievement of annual performance objectives.

Each year, the compensation committee establishes the target annual incentive opportunity for each named executive officer, which is based on a percentage of his base salary.

The fiscal 2024 annual incentive bonus for the named executive officers was determined based on corporate performance and individual achievements and performance, as warranted.

In determining the annual incentive bonus opportunity for executives, the executive’s annual base salary is multiplied by the target bonus percentage.

The resulting amount is then multiplied by the corporate performance percentage approved by the compensation committee, which is dependent on the achievement of corporate performance goals, and also potentially adjusted upwards or downwards for individual executives based on their individual contribution toward the corporate results during the relevant year.

The corporate objectives are established so that target attainment is not assured.

Instead, our executives are required to demonstrate significant effort, dedication, and achievement to attain payment for performance at target or above.

The following table briefly describes each category of corporate objectives, the relative weighting of each objective, and the related achievement level for fiscal 2024:

Corporate Objectives Related to:

Discretionary

Total Weighted

Vyleesi (bremelanotide) SF Program

Vyleesi Obesity Program

Anti-Inflammatory Programs

Ocular Programs

Other Corporate

For fiscal 2024, the compensation committee determined that our named executive officers achieved 85.0% of their target objectives.

As a result, each named executive officer received a payout under the 2024 annual incentive program equal to 85.0% of his target annual incentive opportunity, or $357,000 for Dr.

Spana and $331,500 for Mr.

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.

In the fiscal year ended June 30, 2025, due to the financial status of the Company no annual salary increases or bonuses, either cash or equity, were granted or approved.

We generally provide annual incentive opportunities to our named executive officers to promote the achievement of annual performance objectives, and anticipate providing such incentive opportunities for the fiscal year ended June 30, 2026.

Each year, other than for the fiscal year ended June 30, 2025, the compensation committee establishes the target annual incentive opportunity for each named executive officer, which is based on a percentage of his base salary.

Long-Term Incentive Program

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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.

Spana, and 57,500 time-based restricted stock units and 57,500 performance-based restricted stock units to Mr.

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 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 20, 2023, we granted 103,500 time-based stock options to Dr.

Spana and 90,000 time-based stock options to Mr.

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

Additionally on June 20, 2023, we granted 103,500 performance-based stock options to Dr.

Spana and 90,000 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.

Employment Agreements

Effective July 1, 2022, we entered into employment agreements with Dr.

Effective as of July 1, 2025, on September 19, 2025 we entered into employment agreements with Dr.

Spana and Mr.

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Other Compensation Practices and Policies

At our last annual meeting of stockholders on June 27, 2024, our non-binding stockholder advisory vote to approve the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote) was supported by approximately 58% of the votes cast for or against advisory approval.

At our last annual meeting of stockholders on July 25, 2025, our non-binding stockholder advisory vote to approve the compensation of our named executive officers (commonly known as a “Say-on-Pay” vote) was supported by approximately 77% of the votes cast for or against advisory approval.

We continue to evaluate our executive compensation program and solicit input from our largest investors.

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AcelRx Pharmaceuticals, Inc.

Aldeyra Therapeutics, Inc.

Eton Pharmaceuticals, Inc.

AIM ImmunoTech, Inc.

Kala Pharmaceuticals, Inc.

Aldeyra Therapeutics, Inc.

Kezar Life Sciences, Inc.

Aptevo Therapeutics, Inc.

MEI Pharma, Inc.

Ardelyx, Inc.

Kezar Life Sciences, Inc.

MeiraGTx Holdings plc

Athersys, Inc.

MEI Pharma, Inc.

Paratek Pharmaceuticals, 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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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, 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.

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.

As of June 30, 2025, all board members and named executive had met the ownership target levels as of a prior Determination Date, and no recalculation was required under the Stock Ownership 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.

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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Time-based stock award vesting schedule:

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

Spana and 24,360 shares for Mr.

restricted stock units granted on June 22, 2022 as to 364 shares to Dr.

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

Fees earned or paid in cash ($)

Stock awards ($) (1) (2)

Option awards ($) (1) (2)

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.

On June 4, 2024, we granted the Chairperson of the board of directors 320 restricted stock units which vest on June 4, 2025 and an option to purchase 460 shares of common stock, and each other serving non-employee director received 240 restricted stock units which vest on June 4, 2025 and an option to purchase 340 shares of common stock.

All of the options have an exercise price of $91.50 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.

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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.

No equity awards have yet been granted to the non-employee directors for the current fiscal year commencing July 1, 2025, but we anticipate that the board of directors will implement an annual equity grant.

Non-Employee Directors’ Cash Compensation .

Prendergast serves as Chairman of the board of directors and for fiscal 2024 received an annual retainer of $87,500, payable quarterly.

For the fiscal year ending June 30, 2025, Dr.

Prendergast serves as Chairperson of the board of directors and received an annual retainer of $109,500, payable quarterly.

Other non-employee directors received an annual base retainer of $50,000, payable on a quarterly basis.

The chairperson of the audit committee received an additional annual retainer of $20,000, the chairperson of the compensation committee received an additional annual retainer of $20,000 and the chairperson of the corporate governance committee received an additional annual retainer of $10,000.

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

For the fiscal year ending June 30, 2025, Dr.

Prendergast serves as Chairman of the board of directors and will receive an annual retainer of $109,500, payable quarterly.

Other non-employee directors will receive an annual base retainer of $50,000, payable on a quarterly basis.

The chairperson of the audit committee will receive an additional annual retainer of $20,000, the chairperson of the compensation committee will receive an additional annual retainer of $20,000 and the chairperson of the corporate governance committee will receive an additional annual retainer of $10,000.

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 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.

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

For fiscal 2024 Dr.

Prendergast 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.

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

Non-Employee Directors’ Expenses.

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Equity compensation plans approved by security holders

3,638,420 (1)

Equity compensation plans not approved by security holders

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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 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, 2024, on which date 19,548,167 shares of common stock and 4,030 shares of Series A preferred stock, convertible into 5,333 shares of common stock, were outstanding.

The common stock has one vote per share, the Series A preferred stock has approximately 0.07 vote per share of Series A preferred stock and the Series D Convertible Preferred Stock has approximately 18.18 votes per share of Series D Convertible Preferred Stock.

Voting power is calculated on the basis of the aggregate of common stock, Series A and Series D preferred stock outstanding as of September 19, 2025, on which date 973,291 shares of common stock, 4,030 shares of Series A preferred stock, convertible into 278 shares of common stock and 3,400 shares of Series D preferred stock, convertible into 61,816 shares of common stock, were outstanding.

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

None of the shares of our management and directors shown on the table below are pledged.

The address for all members of our management and directors is c/o Palatin Technologies, Inc., 4B Cedar Brook Drive, Cranbury, NJ 08512.

The mailing address for all members of our management and directors is c/o Palatin Technologies, Inc., 11 Deer Park Drive, Suite 204, Monmouth Junction, New Jersey 08852.

Addresses of other beneficial owners are in the table.

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Prendergast, Ph.D.

Manning, Ph.D.

All current directors and executive officers as a group (eight persons)

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*Less than one percent.

Includes 260,863 shares of common stock underlying outstanding options and 120,640 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 227,501 shares of common stock underlying outstanding options and 106,540 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 59,080 shares of common stock underlying outstanding options and 6,400 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 40,180 shares of common stock underlying outstanding options and 3,200 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 40.180 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.

Includes 40,180 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 27,272 shares of common stock underlying 1,500 shares of Series D Convertible Preferred Stock, 6,667 shares of common stock underlying outstanding options and 3,370 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 27,272 shares of common stock underlying 1,500 shares of Series D Convertible Preferred Stock, 5,812 shares of common stock underlying outstanding options and 2,962 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 3,636 shares of common stock underlying 200 shares of Series D Convertible Preferred Stock, 1,609 shares of common stock underlying outstanding options and 448 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 3,636 shares of common stock underlying 200 shares of Series D Convertible Preferred Stock, 1,127 shares of common stock underlying outstanding options and 296 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 1,127 shares of common stock underlying outstanding options and 280 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 990,824 shares of common stock underlying outstanding options and restricted stock units.

Includes 85,514 shares of common stock underlying outstanding Series D Convertible Preferred Stock, options and restricted stock units.

MORE THAN 5% BENEFICIAL OWNERS:

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Amount and nature of beneficial ownership (1)

Percent of total

Percent of total voting

Morganville, NJ 07751

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The Woodlands, TX 77381

Prendergast, Ph.D.

_______________

*Less than one percent.

(1) 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.

Each share of Series A Convertible Preferred Stock is convertible at any time, at the option of the holder, into the number of shares of common stock equal to $100 divided by the conversion price, as defined in the Series A certificate of designations.

The current conversion price is $1,446.50, so each share of Series A Convertible Preferred Stock is currently convertible into approximately 0.07 shares of common stock.

Each share of Series D Convertible Preferred Stock is convertible at any time, at the option of the holder, into the number of shares of common stock equal to $100 divided by the conversion price, as defined in the Series D certificate of designations.

The current conversion price is $5.50, so each share of Series D Convertible Preferred Stock is currently convertible into approximately 18.18 shares of common stock.

Certain Relationships and Related Transactions, and Director Independence.

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

Exhibit Number

Filed Herewith

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

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June 21, 2024

Certificate of Designation of the Rights, Powers, Preferences, Privileges, and Restrictions, of the Series D Convertible Preferred Stock of Palatin Technologies, Inc.

June 13, 2025

Certificate of Amendment to Restated Certificate of Incorporation, filed with the Delaware Secretary of State on August 6, 2025.

August 8, 2025

Form of Series I Common Stock Purchase Warrant.

June 13, 2025

Form of Series F Common Warrant.

Form of Series G Common Warrant.

Exhibit Number

Filed Herewith

Form of Series H Common Warrant.

Form of Pre-Funded Warrant.

March 31, 2025

Form of Common Warrant.

March 31, 2025

Form of Pre-Funded Warrant.

February 10, 2025

Form of Private Warrant.

February 10, 2025

Form of Series C Warrant.

December 16, 2024

Form of Series D Warrant.

December 16, 2024

Form of Series B Warrant.

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Form of Series B 2012 Warrant.

Exhibit Number

Filed Herewith

Form of Series C 2014 Common Stock Purchase Warrant.

19 unchanged sentences

September 21, 2011

Form of Opinion Certificate

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

Exhibit Number

Filed Herewith

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

September 21, 2011

8 unchanged sentences

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

September 30, 2024

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

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November 13, 2017

Exhibit Number

Filed Herewith

Employment Agreement, effective as of July 1, 2022, between Carl Spana and Palatin Technologies, Inc.

29 unchanged sentences

June 21, 2024

Exhibit Number

Filed Herewith

Palatin Technologies, Inc.

Insider Trading and Securities Law Compliance Policy.

September 30, 2024

Subsidiary of Palatin Technologies, Inc.

8 unchanged sentences

Compensation Recovery Policy (Clawback Policy).

September 30, 2024

Inline XBRL Instance Document.

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Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101).

___________________

† Management contract or compensatory plan or arrangement.

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and Chief Operating Officer (principal financial and accounting officer)

Chairman and Director

September 30, 2024

/s/ Robert K.

September 30, 2024

Chairperson and Director

September 23, 2025

2 unchanged sentences

September 23, 2025

/s/ Anthony M.

September 30, 2024

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