PALATIN TECHNOLOGIES INC 10-K

Item 9A. 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, 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. Item 9B. Other Information. During the Company’s fiscal quarter ended June 30, 2025, 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 66 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Identification of Directors The following table sets forth the names, ages, positions and committee memberships of our current directors. 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 on July 25, 2025. Name Age Position with Palatin Carl Spana, Ph.D. 63 Chief Executive Officer, President and a Director John K.A. Prendergast, Ph.D. (1) (2) (3) 71 Director, Chairperson of the Board of Directors Alan W. Dunton, M.D. (1) (2) (3) 71 Director Arlene M. Morris (1) (2) (3) 73 Director (1) Member of the audit committee. (2) Member of the compensation committee. (3) Member of the nominating and corporate governance committee. CARL SPANA, Ph.D., co-founder of Palatin, has been our Chief Executive Officer and President since June 14, 2000. He has been a director of Palatin since June 1996 and has been a director of our wholly owned subsidiary, RhoMed Incorporated, since July 1995. From June 1996 through June 14, 2000, Dr. Spana served as an executive vice president of the Company and our chief technical officer. From June 1993 to June 1996, Dr. Spana was vice president of Paramount Capital Investments, LLC, a biotechnology and biopharmaceutical merchant banking firm, and of The Castle Group Ltd., a medical venture capital firm. Through his work at Paramount Capital Investments and The Castle Group, Dr. Spana co-founded and acquired several private biotechnology firms. From July 1991 to June 1993, Dr. Spana was a Research Associate at Bristol-Myers Squibb, a publicly held pharmaceutical company, where he was involved in scientific research in the field of immunology. Dr. Spana received his Ph.D. in molecular biology from The Johns Hopkins University and his B.S. in biochemistry from Rutgers University. Dr. Spana’s qualifications for our board include his scientific expertise, leadership experience, business judgment, and industry knowledge. 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. JOHN K.A. PRENDERGAST, Ph.D. has served as the non-executive Chairperson of the board since June 14, 2000, and as a director since August 1996. While Dr. 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. Dr. Prendergast has been president and sole stockholder of Summercloud Bay, Inc., an independent consulting firm providing services to the biotechnology industry, since 1993. Dr. Prendergast is a director and Executive Chairperson of Recce Pharmaceuticals Ltd. (ASX: 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., MediciNova, Inc. and Scorpius Holdings, Inc. From October 1991 through December 1997, Dr. Prendergast was a managing director of The Castle Group Ltd., a medical venture capital firm. Dr. Prendergast received his M.Sc. and Ph.D. from UNSW Sydney, Sydney, Australia and a C.S.S. in administration and management from Harvard University. Dr. Prendergast brings a historical perspective to our board coupled with extensive industry experience in corporate development and finance in the life sciences field. His prior service on other publicly traded company boards provides experience relevant to good corporate governance practices. ALAN W. DUNTON, M.D. has been a director of Palatin since June 2011. He founded Danerius, LLC, a biotechnology consulting company, in 2006. From November 2015 through March 2018, he was senior vice president of research, development, and regulatory affairs for Purdue Pharma L.P., with responsibilities for overall research strategy and development programs. From January 2007 to March 2009, Dr. Dunton served as president and chief executive officer of Panacos Pharmaceuticals Inc. and he served as a managing director of Panacos from March 2009 to January 2011. Dr. Dunton is currently a member of the board of directors of the publicly traded companies Recce Pharmaceuticals Ltd (ASX: RCE), CorMedix Inc. (NYSE: CRMD) and Oragenics, Inc. (NYSE: OGEN). 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. and Panacos Pharmaceuticals, Inc. Dr. Dunton has served as a director or executive officer of various pharmaceutical companies, and from 1994 to 2001, Dr. Dunton was a senior executive in various capacities in the Pharmaceuticals Group of Johnson & Johnson, including president and managing director of the Janssen Research Foundation, the primary global R&D organization for Johnson & Johnson. Dr. Dunton received his M.D. degree from New York University School of Medicine, where he completed his residency in internal medicine. He also was a Fellow in Clinical Pharmacology at the New York Hospital/Cornell University Medical Center. 67 Table of Contents Dr. Dunton has extensive drug development, regulatory, and clinical research experience, having played a key role in the development of more than 20 products to regulatory approval, and also has extensive experience as an executive and officer for both large pharmaceutical companies and smaller biotechnology and biopharmaceutical companies. ARLENE M. MORRIS has been a director of Palatin since June 2015. Since May 2015 she has served as the chief executive officer of Willow Advisors, LLC, a consultancy to biotech companies on business development, commercial development and corporate strategy. From April 2012 until May 2015, she was President and Chief Executive Officer of Syndax Pharmaceuticals, Inc., a privately held biopharmaceutical company focused on the development and commercialization of an epigenetic therapy for treatment-resistant cancers and was a member of the board of directors from May 2011 until May 2015. From 2003 to January 2011, Ms. Morris served as the President, Chief Executive Officer and a member of the board of directors of Affymax, Inc., a publicly traded biotechnology company. Ms. 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 Viridian Therapeutics, Inc. (Nasdaq: VRDN), a publicly traded therapeutic antibody company, Cogent Biosciences, Inc. (Nasdaq: COGT), a publicly traded oncology biopharmaceutical company, Edgewise Therapeutics, Inc. (Nasdaq: 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. in 2017. Ms. Morris received a B.A. in Biology and Chemistry from Carlow College. Ms. 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. The Board and Its Committees Committees and meetings . 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, 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. 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. The directors did not attend the virtual annual meeting of stockholders held on July 25, 2025. Audit committee . The audit committee reviews the engagement of the independent registered public accounting firm and reviews the independence of the independent registered public accounting firm. 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 three independent directors, Ms. Morris (chair), and Dr. Dunton and Dr. Prendergast. 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, 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/. 68 Table of Contents Compensation committee. 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. Dunton (chair), Ms. Morris and Dr. Prendergast. The board has determined that the members of the compensation committee are independent, as defined in the listing standards of the NYSE American. Our Chief Executive Officer aids the compensation committee by providing annual recommendations regarding the compensation of all executive officers, other than himself. 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 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 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. Prendergast (chair), Ms. Morris and Dr. Dunton, each of whom meets the independence requirements established by the NYSE American. Duration of Office. 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 of directors determines from time to time. Communicating With Directors Generally, stockholders or other interested parties who have questions or concerns should contact Stephen T. 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. 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 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’ 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: · 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 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. 69 Table of Contents Board Leadership Structure Since 2000, the roles of Chairperson of the board of directors and chief executive officer have been held by separate persons. John K.A. 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 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; strengthening the board of directors’ 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 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 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, each of whom hold office under employment agreements, are as follows. Name Age Position with Palatin Carl Spana, Ph.D. 63 Chief Executive Officer, President and Director Stephen T. Wills, MST, CPA 68 Chief Financial Officer, Chief Operating Officer, Executive Vice President, Secretary and Treasurer Additional information about Dr. Spana is included above under the heading “Identification of Directors.” 70 Table of Contents STEPHEN T. WILLS, CPA, MST currently serves as the Chief Financial Officer (since 1997), Chief Operating Officer (since 2011), Treasurer and Secretary of Palatin. Mr. Wills has served on the board of directors of MediWound Ltd. (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. Mr. Wills has served on the board of directors of Enzon Pharmaceuticals (OTC: ENZN), positioned as a public company acquisition vehicle, since January 2025. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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. Mr. 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: IART). Previously, Mr. 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. Mr. Wills served as the President and Chief Operating Officer of Wills, Owens & Baker, P.C., a public accounting firm, from 1991 to 2000. Mr. Wills, a certified public accountant, earned his Bachelor of Science in accounting from West Chester University, and a Master of Science in taxation from Temple University. Item 11. Executive Compensation. Fiscal 2025 Summary Compensation Table The following table summarizes the compensation earned by or paid to our principal executive officer and our principal financial officer, who constitute all of our executive officers, for fiscal 2025 and fiscal 2024. We have no defined benefit or actuarial pension plan, and no deferred compensation plan. Name and Principal Position Fiscal Year Salary ($) Stock awards (1) ($) Option awards (1) ($) Nonequity incentive plan compensation (2) ($) All other compensation (3) ($) Total ($) Carl Spana, Ph.D., 2025 721,000 - - - 17,500 738,500 Chief Executive Officer and President 2024 700,000 195,400 178,700 357,000 17,250 1,448,350 Stephen T. Wills, MST, CPA, 2025 670,000 - - - 17,960 687,960 Chief Financial Officer, Chief Operating Officer and Executive Vice President 2024 650,000 170,700 155,800 431,500 16,644 1,424,644 (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: for Dr. Spana, $50,800 for performance-based restricted stock units and $34,200 for performance-based stock options; and for Mr. Wills, $44,400 for performance-based restricted stock units and $29,700 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. (2) Annual incentive and merit amounts. (3) Consists of matching contributions to 401(k) plan. (4) Bonus amounts for fiscal year 2024 paid after fiscal year end but accrued as of June 30. 71 Table of Contents Base Salary 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, 2024, the compensation committee approved increases in base salaries to $721,000 for Dr. Spana and $670,000 for Mr. Wills. Annual Incentive Program 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 The total direct compensation levels for our named executive officers are heavily weighted to long-term incentive opportunities. This structure is intended to align executives’ interests with those of our stockholders, enhance our retention incentives and focus our executives on delivering sustainable performance over the longer term. The design of this program has evolved over the past several years to reflect core performance metrics and an incentive structure the compensation committee believes is necessary to drive our long-term success and that reflects feedback received from investors during our stockholder engagement process. Each year, the compensation committee establishes the target long-term incentive opportunity for each named executive officer, which is based on a percentage of his base salary. For both fiscal 2024 and fiscal 2023, the target long-term incentive opportunity for each named executive officer equaled 250% of base salary for Dr. Spana and 235% of base salary for Mr. 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. Wills. On June 4, 2024, as part of our fiscal 2025 long-term incentive program, we granted 1,580 time-based restricted stock units and 1,580 performance-based restricted stock units to Dr. Spana, and 1,380 time-based restricted stock units and 1,380 performance-based restricted stock units to Mr. Wills. 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. 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 2,270 time-based stock options to Dr. Spana and 1,980 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 4, 2024, we granted 2,270 performance-based stock options to Dr. Spana and 1,980 performance-based stock options to Mr. 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 $91.50, the fair market value of the common stock on the date of grant, and they expire on June 4, 2034. 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 options. The required certification was made on July 15, 2024. 72 Table of Contents Employment Agreements Effective as of July 1, 2025, on September 19, 2025 we entered into employment agreements with Dr. Spana and Mr. Wills which continue through June 30, 2028 unless terminated earlier. Under these agreements Dr. Spana is serving as Chief Executive Officer and President at an initial base salary of $721,000 per year and Mr. Wills is serving as Chief Financial Officer and Chief Operating Officer at an initial base salary of $670,000 per year. Each agreement also provides for: · annual discretionary bonus compensation, in an amount to be decided by the compensation committee and approved by the board, based on achievement of yearly performance objectives; and · participation in all benefit programs that we establish, to the extent the executive’s position, tenure, salary, age, health and other qualifications make him eligible to participate. Each agreement allows us or the executive to terminate the agreement upon written notice and contains other provisions for termination by us for “cause,” or by the employee for “good reason” or due to a “change in control” (as these terms are defined in the employment agreements and set forth below). Early termination may, in some circumstances, result in severance pay at the salary then in effect, plus continuation of medical and dental benefits then in effect for a period of two years. In addition, the agreements provide that options and restricted stock units granted to these officers accelerate upon termination of employment except for voluntary resignation by the officer or termination for cause. In the event of retirement, termination by the officer for good reason, or termination by us other than for “cause”, options may be exercised until the earlier of twenty-four months following termination or expiration of the option term. Arrangements with our named executive officers in connection with a termination following a change in control are described below. Each agreement includes non-competition, non-solicitation and confidentiality covenants. Other Compensation Practices and Policies 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. Following is a summary of our current compensation practices and policies. · Retain an Independent Compensation Advisor. 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 for fiscal 2023 and fiscal 2024. Aon Rewards principally provided analysis, advice, and recommendations on named executive officers and non-employee director compensation. Our compensation peer group for named executive officer awards made in June 2023 was designed to reflect the industry and sector in which Palatin competes, as well as companies comparable to Palatin in terms of company life cycle, phase of development of potential products, market capitalization and talent market, and consists of: AcelRx Pharmaceuticals, 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. MeiraGTx Holdings plc Athersys, Inc. Paratek Pharmaceuticals, Inc. Clearside Biomedical, Inc. Savara Inc. Cumberland Pharmaceuticals, Inc. Verastem, Inc. · Compensation at Risk. Our executive compensation program is designed so that a significant portion of compensation is “at risk” based on our performance, as well as short-term cash and long-term equity incentives to align the interests of our executive officers and stockholders. Long-term equity incentives will be no less than base salaries, with at least half of long-term equity incentives being performance-based. · Use a Pay-for-Performance Philosophy. The compensation committee employs a mixture of compensation elements designed to balance short-term goals with longer-term performance. Our executive compensation program includes these principal elements: ○ Base salary, which targets the comparable position median salary for our peer group; ○ An annual incentive compensation opportunity, with a target bonus payout of no less than 60% of base salary, depending on performance; and, ○ A long-term incentive program consisting of stock option and restricted stock unit awards. In fiscal 2023, approximately 50% of all long-term incentive awards were allocated to performance-based stock options and performance-based restricted share units. 73 Table of Contents · Maintain a Stock Ownership Policy. 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, 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. 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. · Maintain a Clawback Policy. We have adopted a clawback policy allowing Palatin to recover related compensation should the board determine that compensation paid to named executive officers resulted from material noncompliance with financial reporting requirements under federal securities law. Our clawback policy is on our website at www.palatin.com/investors/corporate-governance/. · Maintain an Independent Compensation Committee. The compensation committee consists entirely of independent directors. · Annual Executive Compensation Review. The compensation committee conducts an annual review and approval of our compensation strategy, utilizing an independent compensation advisor. This review, including a peer group review, is intended to ensure that our compensation programs appropriately reward corporate growth without encouraging excessive or inappropriate risk-taking. · “Double Trigger” Feature for Acceleration of CEO and CFO/COO Equity Awards. Under employment agreements with our named executive officers, outstanding equity awards granted to our named executive officers provide that, upon a change in control of Palatin, the vesting of such awards will accelerate only in the event of a subsequent involuntary termination of employment (a “double-trigger” provision). · No Excise Tax Gross-Ups. Prior to July 1, 2019, our employment agreements for the named executive officers provided that they were entitled to a tax gross-up for any golden parachute excise tax imposed on payments received in connection with a change in control. Most investors disfavor this type of tax gross-up benefit. In response to stockholder feedback, effective with new employment agreements for our named executive officers commencing July 1, 2019, we removed all golden parachute excise tax gross-up provisions. As a result, the Company no longer provides tax gross-ups for named executive officers or any other employees in the event they are subject to golden parachute excise taxes on payments received in connection with a change in control. · No Stock Option Re-pricing. Our 2011 Stock Incentive Plan does not permit options to purchase shares of our common stock to be repriced to a lower exercise or strike price without the approval of our stockholders. · No Dividends or Dividend Equivalents Payable on Unvested or Undelivered Equity Awards. Under our restricted share unit agreements, we do not pay dividends or dividend equivalents on unvested restricted stock unit awards or vested restricted stock unit awards subject to delayed delivery. · No Executive Retirement Plans. We do not offer pension arrangements or retirement plans or arrangements to our executive officers that are different from or in addition to those offered to our other employees. · No Special Welfare or Health Benefits. Our executive officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other full-time, salaried employees. 74 Table of Contents Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes all of the outstanding equity-based awards granted to our named executive officers as of June 30, 2025, the end of our fiscal year. Option awards (1) Stock awards (2) Name Option or stock award grant date Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Equity incentive plan award: number of securities underlying unexercised unearned options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have not vested (#) Market value of shares or units of stock that have not vested ($) (3) Equity incentive plan awards: number of unearned shares, unit or other rights that have not vested (#) Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(3) Carl Spana 06/20/17 750 - - 462.50 06/20/27 06/16/20 857 - - 725.00 06/16/30 06/16/20 809 - - 725.00 06/16/30 06/22/21 920 - - 687.50 06/22/31 06/22/21 639 - - 687.50 06/22/31 06/22/22 407 135 - 362.50 06/22/32 06/22/22 243 - 299 362.50 06/22/32 06/20/23 1,035 1,035 - 109.50 06/20/33 06/20/23 439 - 1,631 109.50 06/20/33 06/04/24 568 1,702 - 91.50 06/04/34 06/04/24 - - 2,270 91.50 06/04/34 06/22/22 91 637 201 1,407 06/20/23 660 4,620 1,040 7,280 06/04/24 1,185 8,295 1,580 11,060 Total Stock Awards 1,936 13,552 2,821 19,747 Stephen T. Wills 06/20/17 687 - - 462.50 06/20/27 06/16/20 738 - - 725.00 06/16/30 06/16/20 697 - - 725.00 06/16/30 06/22/21 796 - - 687.50 06/22/31 06/22/21 553 - - 687.50 06/22/31 06/22/22 353 117 - 362.50 06/22/32 06/22/22 210 - 260 362.50 06/22/32 06/20/23 900 900 - 109.50 06/20/33 06/20/23 383 - 1,417 109.50 06/20/33 06/04/24 495 1,485 - 91.50 06/04/34 06/04/24 - - 1,980 91.50 06/04/34 06/22/22 79 553 174 1,218 06/20/23 575 4,025 906 6,342 06/04/24 1,035 7,245 1,380 9,660 Total Stock Awards 1,689 11,823 2,460 17,220 _______________ (1) Stock option vesting schedules: all options granted before June 22, 2022 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 22, 2021, June 22, 2022, June 20, 2023 and June 4, 2024, which vest according to the terms of the grants described above. (2) Time-based stock award vesting schedule: restricted stock units granted on June 22, 2022 as to 364 shares to Dr. Spana and 316 shares for Mr. Wills; restricted stock units granted on June 20, 2023 as to 1,320 shares for Dr. Spana and 1,150 shares for Mr. Wills and restricted stock units granted on June 4, 2024 as to 1,580 shares for Dr. Spana and 1,380 shares for Mr. Wills, which vest in equal amounts over a four year period, provided that the named executive officer remains an employee. Both time-based and performance-based restricted stock unit awards prior to fiscal 2019 contain deferred delivery provisions providing for delivery of the common stock after the grantee’s separation from service or a defined change in control. See “Stock Options and Restricted Stock Unit Awards” above and “Termination and Change-In-Control Arrangements” below. (3) Calculated by multiplying the number of restricted stock units by $7.00, the closing market price of our common stock on June 30, 2025, the last trading day of our most recently completed fiscal year. 75 Table of Contents Termination and Change-In-Control Arrangements The employment agreements, stock option agreements and restricted stock unit agreements with Dr. Spana and Mr. Wills contain the following provisions concerning severance compensation and the vesting of stock options and restricted stock units upon termination of employment or upon a change in control. The executive’s entitlement to severance, payment of health benefits and accelerated vesting of options is contingent on the executive executing a general release of claims against us. Termination Without Severance Compensation . Regardless of whether there has been a change in control, if we terminate employment for cause or the executive terminates employment without good reason (as those terms are defined in the employment agreement and set forth below), then the executive will receive only his accrued salary and vacation benefits through the date of termination. He may also elect to receive medical and dental benefits pursuant to COBRA for up to two years but must remit the cost of coverage to us. Under the terms of our outstanding options and restricted stock units, all unvested options and restricted stock units would terminate immediately, and vested options would be exercisable for three months after termination. Severance Compensation After Death or Disability. In the event of the executive’s death or disability, we will provide lump sum severance pay equal to 24 months of base pay, as well as the opportunity for COBRA benefits as described above under “Termination Without Severance Compensation.” Severance Compensation Without a Change in Control . If we terminate or fail to extend the employment agreement without cause, or the executive terminates employment with good reason, then the executive will receive as severance pay his salary then in effect, paid in a lump sum, plus medical and dental benefits at our expense, for a period of two years after the termination date. In addition, upon such event all unvested options would immediately vest and be exercisable for two years after the termination date or, if earlier, the expiration of the option term, and all unvested restricted stock units would accelerate and become fully vested. Severance Compensation After a Change in Control . If, within one year after a change in control, we terminate employment or the executive terminates employment with good reason, then the executive will receive as severance pay 200% of his salary then in effect, paid in a lump sum, plus medical and dental benefits at our expense, for a period of two years after the termination date. We would also reimburse the executive for up to $25,000 in fees and expenses during the six months following termination, for locating employment. All unvested options would immediately vest and be exercisable for two years after the termination date or, if earlier, the expiration of the option term. All unvested restricted stock units would vest upon a change in control, without regard to whether the executive’s employment is terminated. Option and Restricted Stock Unit Vesting Upon a Change in Control . Pursuant to the employment agreements, options and restricted stock units granted under the 2011 Stock Incentive Plan vest upon termination of the employee within twelve months following a change in control. If any options granted under the 2005 Stock Plan are to be terminated in connection with a change in control, those options will vest in full immediately before the change in control. 76 Table of Contents Definitions . Under the employment agreements, a “change in control,” “cause” and “good reason” are defined as follows: A “change in control” occurs when: (a) any person or entity acquires more than 50% of the voting power of our outstanding securities; (b) the individuals who, during any twelve-month period, constitute our board of directors cease to constitute at least a majority of the board of directors; (c) the consummation of a merger or consolidation; or (d) we sell substantially all our assets. The term “cause” means: (a) the occurrence of (i) the executive’s material breach of, or habitual neglect or failure to perform the material duties which he is required to perform under, the terms of his employment agreement; (ii) the executive’s material failure to follow the reasonable directives or policies established by or at the direction of our board of directors; or (iii) the executive’s engaging in conduct that is materially detrimental to our interests such that we sustain a material loss or injury as a result thereof, provided that the breach or failure of performance is not cured, to the extent cure is possible, within ten days of the delivery to the executive of written notice thereof; (b) the willful breach by the executive of his obligations to us with respect to confidentiality, invention and non-disclosure, non-competition or non-solicitation; or (c) the conviction of the executive of, or the entry of a pleading of guilty or nolo contendere by the executive to, any crime involving moral turpitude or any felony. The term “good reason” means the occurrence of any of the following, with our failure to cure such circumstances within 30 days of the delivery to us of written notice by the executive of such circumstances: (a) any material adverse change in the executive’s duties, authority or responsibilities, which causes the executive’s position with us to become of significantly less responsibility, or assignment of duties and responsibilities inconsistent with the executive’s position; (b) a material reduction in the executive’s salary; (c) our failure to continue in effect any material compensation or benefit plan in which the executive participates, unless an equitable arrangement has been made with respect to such plan, or our failure to continue the executive’s participation therein (or in a substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the executive’s participation relative to other participants; (d) our failure to continue to provide the executive with benefits substantially similar to those enjoyed by the executive under any of our health and welfare insurance, retirement and other fringe-benefit plans, the taking of any action by us which would directly or indirectly materially reduce any of such benefits, or our failure to provide the executive with the number of paid vacation days to which he is entitled; or (e) the relocation of the executive to a location which is a material distance from Cranbury, New Jersey. 77 Table of Contents Director Compensation The following table sets forth the compensation we paid to all directors during fiscal 2025, except for Dr. Spana, whose compensation is set forth above in the Summary Compensation Table and related disclosure. Dr. Spana did not receive any separate compensation for his services as a director. Name Fees earned or paid in cash ($) Stock awards ($) (1) (2) Option awards ($) (1) (2) Total ($) John K.A. Prendergast, Ph.D. 119,500 29,280 28,975 177,755 Robert K. deVeer, Jr. 80,000 21,960 21,416 123,376 J. Stanley Hull 70,000 21,960 21,416 113,376 Alan W. Dunton, M.D. 80,000 21,960 21,416 123,376 Arlene Morris 65,000 21,960 21,416 108,376 Anthony Manning, Ph.D. 65,000 21,960 21,416 108,376 (1) The aggregate number of shares underlying option awards and unvested stock awards outstanding at June 30, 2025, for each director was: Option awards Stock awards Dr. Prendergast 1,609 - Mr. deVeer 1,127 - Mr. Hull 1,127 - Dr. Dunton 1,127 - Ms. Morris 1,127 - Dr. Manning 1,085 - (2) Amounts in these columns represent the aggregate grant date fair value for stock awards and option awards. 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. Amounts in this column include options granted on June 4, 2024 for our current fiscal year ending June 30, 2025. 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 of directors. 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. 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 of directors and its various committees. 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 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 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. 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 and options. The required certification was made on July 15, 2024. 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. 78 Table of Contents Non-Employee Directors’ Cash Compensation . 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 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. 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 Chairperson, received an additional retainer of one-half the retainer payable to the committee chairperson. 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 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 of directors and any committees on which they serve. Item 12. 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, 2025: Equity Compensation Plan Information as of June 30, 2025 Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 66,7 (1) $ 305.92 (2) 65,433 Equity compensation plans not approved by security holders - - - Total 66,783 65,433 (1) Includes 44,233 options and 22,550 restricted stock units granted under our 2011 Stock Incentive Plan. (2) The amount in column (a) for equity compensation plans approved by security holders includes 22,550 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. Beneficial Ownership Tables. The tables below show the beneficial stock ownership and voting power, as of September 19, 2025, of: · each director, each of the named executive officers, and all current directors and officers as a group; and · all persons who, to our knowledge, beneficially own more than five percent of the common stock or Series A preferred stock. 79 Table of Contents “Beneficial ownership” here means direct or indirect voting or investment power over outstanding stock and stock which a person has the right to acquire now or within 60 days after September 19, 2025. See the footnotes for more detailed explanations of the holdings. 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, 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 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. MANAGEMENT: Class Name of beneficial owner Amount and nature of beneficial ownership Percent of class Percent of total voting power Common Carl Spana, Ph.D. 40,125 (1) 4.0 % 2.9 % Common Stephen T. Wills 38,624 (2) 3.8 % 2.9 % Common John K.A. Prendergast, Ph.D. 6,511 (3) * * Common Alan W. Dunton, M.D. 5,608 (4) * * Common Arlene M. Morris 1,958 (5) * * All current directors and executive officers as a group (eight persons) 92,826 (6) 9.2 % 6.7 % ________________ *Less than one percent. (1) 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. (2) 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. (3) 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. 80 Table of Contents (4) 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. (5) 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. (6) Includes 85,514 shares of common stock underlying outstanding Series D Convertible Preferred Stock, options and restricted stock units. 81 Table of Contents MORE THAN 5% BENEFICIAL OWNERS: Class Name and address of beneficial owner Amount and nature of beneficial ownership (1) Percent of class Percent of total voting power Series A Preferred Steven N. Ostrovsky 43 Nikki Ct. Morganville, NJ 07751 500 12.4 % * Series A Preferred Thomas L. Cassidy IRA Rollover 38 Canaan Close New Canaan, CT 06840 500 12.4 % * Series A Preferred Jonathan E. Rothschild 300 Mercer St., #28F New York, NY 10003 500 12.4 % * Series A Preferred Arthur J. Nagle 19 Garden Avenue Bronxville, NY 10708 250 6.2 % * Series A Preferred Thomas P. and Mary E. Heiser, JTWROS 10 Ridge Road Hopkinton, MA 01748 250 6.2 % * Series A Preferred Carl F. Schwartz 31 West 87th St. New York, NY 10016 250 6.2 % * Series A Preferred Michael J. Wrubel 3650 N. 36 Avenue, #39 Hollywood, FL 33021 250 6.2 % * Series A Preferred Myron M. Teitelbaum, M.D. 175 Burton Lane Lawrence, NY 11559 250 6.2 % * Series A Preferred Laura Gold Galleries Ltd. Profit Sharing Trust Park South Gallery at Carnegie Hall 154 West 57th Street, Suite 114 New York, NY 10019 250 6.2 % * Series A Preferred Laura Gold 180 W. 58th Street New York, NY 10019 250 6.2 % * Series A Preferred Nadji T. Richmond 20 E. Wedgewood Glen The Woodlands, TX 77381 230 5.7 % * Series D Preferred Carl Spana 1,500 44.1 % 2.9 % Series D Preferred Stephen T. Wills 1,500 44.1 % 2.9 % Series D Preferred John K.A. Prendergast, Ph.D. 200 5.9 % * Series D Preferred Alan W. Dunton, M.D. 200 5.9 % * _______________ *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. Item 13. Certain Relationships and Related Transactions, and Director Independence. The board of directors has determined that all the directors except for Dr. Spana (our Chief Executive Officer and President) are independent directors, as defined in the listing standards of the NYSE American. As a condition of employment, we require all employees to disclose in writing actual or potential conflicts of interest, including related party transactions. Our code of corporate conduct and ethics, which applies to employees, officers and directors, requires that the audit committee review and approve related party transactions. 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. Item 14. Principal Accountant Fees and Services. KPMG LLP (“KPMG”), Philadelphia, PA, Auditor Firm ID: 185 , served as our independent registered public accounting firm for fiscal 2025 and fiscal 2024. Audit Fees . For fiscal 2025, 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 $670,000. 82 Table of Contents For fiscal 2024, 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 $504,000. Audit-Related Fees . For fiscal 2025 and fiscal 2024, KPMG did not perform or bill us for any audit-related services. Tax Fees . For fiscal 2025, KPMG billed us $62,702 for professional services rendered for tax compliance services. For fiscal 2024, KPMG billed us $70,662 for professional services rendered for tax compliance services. All Other Fees . KPMG did not perform or bill us for any services other than those described above for fiscal 2025 and fiscal 2024. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors . Consistent with SEC policies regarding auditor independence, the audit committee has responsibility for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the audit committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. The audit committee pre-approves fees for each category of service. The fees are budgeted and the audit committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the audit committee requires specific pre-approval before engaging the independent registered public accounting firm. The audit committee may delegate pre-approval authority to one or more of its members. 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. 83 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. (a) Documents filed as part of the report: 1. Financial statements: The following consolidated financial statements are filed as a part of this report under Item 8 – Financial Statements and Supplementary Data: — Report of Independent Registered Public Accounting Firm — Consolidated Balance Sheets — Consolidated Statements of Operations — Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity — Consolidated Statements of Cash Flows — Notes to Consolidated Financial Statements 2. Financial statement schedules: None. 3. List of Exhibits The following exhibits are incorporated by reference or filed as part of this report: Exhibit Number Description Filed Herewith Form Filing Date SEC File No. 3.1 Restated Certificate of Incorporation of Palatin Technologies, Inc., as amended. 10-K September 27, 2013 001-15543 3.2 Amended and Restated Bylaws of Palatin Technologies, Inc. 8-K September 17, 2021 001-15543 3.3 Certificate of Decrease of Series A Convertible Preferred Stock 10-Q May 16, 2022 001-15543 3.4 Certificate of Amendment to the Restated Certificate of Incorporation of Palatin Technologies, Inc., as amended. 8-K August 31, 2022 001-15543 Form of Series A Warrant. 8-K June 21, 2024 001-15543 3.5 Certificate of Designation of the Rights, Powers, Preferences, Privileges, and Restrictions, of the Series D Convertible Preferred Stock of Palatin Technologies, Inc. 8-K June 13, 2025 001-15443 3.6 Certificate of Amendment to Restated Certificate of Incorporation, filed with the Delaware Secretary of State on August 6, 2025. 8-K August 8, 2025 001-15543 4.1 Form of Series I Common Stock Purchase Warrant. 8-K June 13, 2025 001-15543 4.2 Form of Series F Common Warrant. 8-K May 8, 2025 001-15543 4.3 Form of Series G Common Warrant. 8-K May 8, 2025 001-15543 84 Table of Contents Exhibit Number Description Filed Herewith Form Filing Date SEC File No. 4.4 Form of Series H Common Warrant. 8-K May 8, 2025 001-15543 4.5 Form of Pre-Funded Warrant. S-1 March 31, 2025 333-286280 4.6 Form of Common Warrant. S-1 March 31, 2025 333-286280 4.7 Form of Pre-Funded Warrant. 8-K February 10, 2025 001-15543 4.8 Form of Private Warrant. 8-K February 10, 2025 001-15543 4.9 Form of Series C Warrant. 8-K December 16, 2024 001-15543 4.10 Form of Series D Warrant. 8-K December 16, 2024 001-15543 4.11 Form of Series B Warrant. 8-K June 21, 2024 001-15543 4.12 Form of February 1, 2024 Private Warrant. 8-K February 1, 2024 001-15543 4.13 Form of February 1, 2024 Placement Agent Warrant. 8-K February 1, 2024 001-15543 4.14 Form of January 24, 2024 Amendment to the Placement Agent Warrants issued on November 2, 2022 and October 24, 2023. 10-Q February 14, 2024 001-15543 4.15 Form of January 24, 2024 Amendment to the Private Warrants issued to the Investor of November 2, 2022 and October 24, 2023. 10-Q February 14, 2024 001-15543 4.16 Form of October 24, 2023 Private Warrant. 8-K October 24, 2023 001-15543 4.17 Form of October 24, 2023 Placement Agent Warrant. 8-K October 24, 2023 001-15543 4.18 Form of October 24, 2023 Pre-Funded Warrant. 8-K October 24, 2023 001-15543 4.19 Form of Common Stock Purchase Warrant. 10-Q May 16, 2022 001-15543 4.20 Form of Common Stock Purchase Warrant. 10-Q May 16, 2022 001-15543 4.21 Form of Pre-Funded Warrant. 8-K November 2, 2022 001-15543 4.22 Form of Common Warrant. 8-K November 2, 2022 001-15543 4.23 For of Placement Agent Warrant. 8-K November 2, 2022 001-15543 4.24 Form of Series A 2012 Warrant. 8-K July 6, 2012 001-15543 4.25 Form of Series B 2012 Warrant. 8-K July 6, 2012 001-15543 85 Table of Contents Exhibit Number Description Filed Herewith Form Filing Date SEC File No. 4.26 Form of Series C 2014 Common Stock Purchase Warrant. 8-K December 30, 2014 001-15543 4.27 Form of Series D 2014 Common Stock Purchase Warrant. 8-K December 30, 2014 001-15543 4.28 Form of Series E 2015 Common Stock Purchase Warrant. 8-K July 7, 2015 001-15543 4.29 Form of Series F 2015 Common Stock Purchase Warrant. 8-K July 7, 2015 001-15543 4.30 Form of Series G 2015 Common Stock Purchase Warrant. 8-K July 7, 2015 001-15543 4.31 Form of Series H 2016 Common Stock Purchase Warrant. 8-K August 2, 2016 001-15543 4.32 Form of Series I 2016 Common Stock Purchase Warrant. 8-K August 2, 2016 001-15543 4.33 Form of Series J 2016 Common Stock Purchase Warrant. 8-K December 1, 2016 001-15543 4.34 Description of Securities 10-K September 12, 2019 001-15543 10.1† 1996 Stock Option Plan, as amended. 10-K September 28, 2009 001-15543 10.2† Form of Option Certificate (Incentive Option) Under the 2005 Stock Plan. 8-K September 21, 2011 001-15543 10.3† Form of Incentive Stock Option Under the 2005 Stock Plan. 8-K September 21, 2011 001-15543 86 Table of Contents Exhibit Number Description Filed Herewith Form Filing Date SEC File No. 10.4† Form of Opinion Certificate (Non-Qualified Opinion) Under the 2005 Stock Plan. 8-K September 21, 2011 001-15543 10.5† Form of Non-Qualified Stock Option Agreement Under the 2005 Stock Plan. 8-K September 21, 2011 001-15543 10.6† 2007 Change in Control Severance Plan. 10-Q February 8, 2008 001-15543 10.7† 2005 Stock Plan, as amended. 10-Q May 15, 2009 001-15543 10.8† Form of Executive Officer Option Certificate. 10-Q May 14, 2008 001-15543 10.9† Form of Amended Restricted Stock Unit Agreement. 10-Q May 14, 2008 001-15543 10.10† Form of Amended Option Certificate (Incentive Option) Under the 2005 Stock Plan. 10-Q May 14, 2008 001-15543 10.11† 2011 Stock Incentive Plan, as amended, restated and adopted by the stockholders on June 20, 2023. 10-K September 30, 2024 001-15543 10.12† Form of Restricted Share Unit Agreement Under the 2011 Stock Incentive Plan. 10-Q May 13, 2011 001-15543 10.13† Form of Nonqualified Stock Option Agreement under the 2011 Stock Incentive Plan. 10-Q May 13, 2011 001-15543 10.14† Form of Incentive Stock Option Agreement under the 2011 Stock Incentive Plan. 10-Q May 13, 2011 001-15543 10.15† Form of Restricted Share Unit Agreement under the 2011 Stock Incentive Plan. 8-K December 11, 2015 001-15543 10.16† Form of Performance-Based Restricted Share Unit Agreement under the 2011 Stock Incentive Plan. 8-K December 11, 2015 001-15543 10.17† Form of Restricted Share Unit Agreement for Non-Employee Directors under the 2011 Stock Incentive Plan. 8-K December 11, 2015 001-15543 10.18† Amended form of Restricted Share Unit Agreement under the 2011 Stock Incentive Plan. 10-Q February 12, 2016 001-15543 10.19† Amended form of Performance-Based Restricted Share Unit Agreement under the 2011 Stock Incentive Plan. 10-Q February 12, 2016 001-15543 10.20† Amended form of Restricted Share Unit Agreement for Non-Employee Directors under the 2011 Stock Incentive Plan. 10-Q February 12, 2016 001-15543 10.21 Form of Indenture. S-3 August 17, 2018 333-226905 10.22 Amended and Restated Venture Loan and Security Agreement, dated July 2, 2015, by and between Palatin Technologies, Inc. and Horizon Technology Finance Corporation, Fortress Credit Co LLC, Horizon Credit II LLC and Fortress Credit Opportunities V CLO Limited. 8-K July 7, 2015 001-15543 10.23†† Termination and Release Agreement dated September 29, 2020, by and between Catalent Belgium S.A. and Palatin Technologies, Inc. 10-Q November 16, 2020 001-15543 10.24†† Commercial Supply Agreement dated September 29, 2020, by and between Catalent Belgium S.A. and Palatin Technologies, Inc. 10-Q November 16, 2020 001-15543 10.25†† License Agreement, dated January 8, 2017, by and between AMAG Pharmaceuticals, Inc. and Palatin Technologies, Inc. 10-Q February 10, 2017 001-15543 10.26†† License Agreement, dated September 6, 2017, by and between Shanghai Fosun Pharmaceutical Industrial Development Co., Ltd. and Palatin Technologies, Inc. 10-Q November 13, 2017 001-15543 87 Table of Contents Exhibit Number Description Filed Herewith Form Filing Date SEC File No. 10.27† Employment Agreement, effective as of July 1, 2022, between Carl Spana and Palatin Technologies, Inc. 8-K June 24, 2022 001-15543 10.28† Employment Agreement, effective as of July 1, 2022, between Stephen T. Wills and Palatin Technologies, Inc. 8-K June 24, 2022 001-15543 10.29 Termination Agreement between Palatin Technologies, Inc. And AMAG Pharmaceuticals, Inc., dated July 24, 2020. 8-K July 27, 2020 001-15543 10.30††† Manufacturing Services Agreement, dated as of June 1, 2019, by and between Palatin Technologies, Inc. (as assignee from AMAG Pharmaceuticals, Inc.) and Lonza Ltd. 10-K September 25, 2020 001-15543 10.31††† Supply Agreement, dated as of December 20, 2018, by and between Palatin Technologies, Inc. (as assignee from AMAG Pharmaceuticals, Inc.) and Ypsomed AG. 10-K September 25, 2020 001-15543 10.32 Commercial Supply Agreement dated September 29, 2020, by and between Catalent Belgium S.A. and Palatin Technologies, Inc. 10-Q November 16, 2020 001-15543 10.33††† Termination and Release Agreement dated September 29, 2020, by and between Catalent Belgium S.A. and Palatin Technologies, Inc. 10-Q November 16, 2020 001-15543 10.34 Equity Distribution Agreement, dated April 12, 2023, between Palatin Technologies, Inc. and Canaccord Genuity LLC. 8-K April 12, 2023 001-15543 10.35 Form of Securities Purchase Agreement, dated October 20, 2023, between the Company and the Purchasers named therein. 8-K October 24, 2023 001-15543 10.36 Asset Purchase Agreement entered into December 19, 2023, between the Company and Cosette Pharmaceuticals, Inc. 10-Q February 14, 2024 001-15543 10.37 Form of Securities Purchase Agreement, dated January 29, 2024, between the Company and the Purchasers named therein. 8-K February 1, 2024 001-15543 10.38 Inducement Letter, dated June 20, 2024. 8-K June 21, 2024 001-15543 88 Table of Contents Exhibit Number Description Filed Herewith Form Filing Date SEC File No. 19 Palatin Technologies, Inc. Insider Trading and Securities Law Compliance Policy. 10-K September 30, 2024 001-15543 21 Subsidiary of Palatin Technologies, Inc. X 23 Consent of KPMG LLP. X 31.1 Certification of Chief Executive Officer. X 31.2 Certification of Chief Financial Officer. X 32.1§ Certification of principal executive officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2§ Certification of principal financial officer pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97 Palatin Technologies, Inc. Compensation Recovery Policy (Clawback Policy). 10-K September 30, 2024 001-15543 101.INS Inline XBRL Instance Document. X 101.SCH Inline XBRL Taxonomy Extension Schema Document. X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. X 104 Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101). X ___________________ † Management contract or compensatory plan or arrangement. †† Confidential treatment granted as to certain portions of the exhibit, which portions are omitted and filed separately with the SEC. ††† Portions of the exhibit are omitted pursuant to Regulation S-K Item 601(b)(10). Palatin agrees to furnish to the U.S. Securities and Exchange Commission a copy of any omitted schedule and/or exhibit upon request. 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. Item 16. Form 10-K Summary. 89 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. PALATIN TECHNOLOGIES, INC. By: /s/ Carl Spana Carl Spana, Ph.D. President and Chief Executive Officer (principal executive officer) Date: September 23, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Carl Spana President, Chief Executive Officer and Director September 23, 2025 Carl Spana (principal executive officer) /s/ Stephen T. Wills Executive Vice President, Chief Financial Officer September 23, 2025 Stephen T. Wills and Chief Operating Officer (principal financial and accounting officer) /s/ John K. A. Prendergast Chairperson and Director September 23, 2025 John K. A. Prendergast /s/ AlanW. Dunton Director September 23, 2025 Alan W. Dunton /s/ Arlene M. Morris Director September 23, 2025 Arlene M. Morris 90