PTN Palatin Technologies Inc - 8-K

Item 8.01 Other Events.

On November 12, 2025, Palatin Technologies, Inc., a Delaware corporation (the “Company”), closed on the exercise of the over-allotment option by A.G.P./Alliance Global Partners and Laidlaw & Company (UK) Ltd. (the “Underwriters”), in connection with the Company’s firm commitment public offering (the “Offering”), pursuant to which the Underwriters purchased and exercised, as applicable, an aggregate of (i) 280,615 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”) at an offering price per share of $6.50, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 84,000 shares of Common Stock at an offering price per share of $6.50 (the “Pre-Funded Warrant Shares”), (iii) accompanying Series J common stock purchase warrants (the “Series J Warrants”) to purchase up to 364,615 shares of Common Stock with an exercise price per share of $6.50 (the “Series J Warrant Shares”), and (iv) accompanying Series K common stock purchase warrants (the “Series K Warrants”) to purchase up to 364,615 shares with an exercise price per share of $8.125 (the “Series K Warrant Shares”), resulting in additional gross proceeds of approximately $2.37 million, before deducting underwriting fees and other estimated offering expenses payable by the Company. After giving effect to the exercise of the over-allotment option, the gross proceeds from the Offering increased to approximately $18.2 million. The Shares, Pre-Funded Warrants, Pre- Funded Warrant Shares, Series J Warrants, Series J Warrant Shares, Series K Warrants, and Series K Warrant Shares are referred to collectively as the “Securities.”

A copy of the opinion of Thompson Hine LLP relating to the legality of the Securities offered by the Company upon exercise of the Underwriters’ over-allotment option is attached as Exhibit 5.1 hereto.

The Company issued a press release on November 12, 2025 announcing the sale of the Securities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

5.1

Opinion of Thompson Hine LLP, dated November 12, 2025.

99.1

Press Release, dated November 12, 2025.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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