UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

July 1, 2025

Dear Fellow Stockholder,

You are welcome to attend the Annual meeting of Stockholders of Palatin Technologies, Inc., which will be held virtually via live audio webcast on Friday, July 25, 2025, at 9:00 a.m., Eastern Time. Details regarding the virtual meeting, including how you can access and participate in the meeting, are described in the accompanying Proxy Card and Proxy Statement.

Our board of directors recommends that you vote “For” each of the nominees for director in Item 1 and “For” Item 2 (approval of an amendment to our Restated Certificate of Incorporation to effect a reverse stock split), Item 3 (ratification of appointment of KPMG LLP as our independent registered public accounting firm), Item 4 (approval of the issuance of shares of our common stock upon exercise of certain Series B warrants), Item 5 (approval of the issuance of shares of our common stock upon exercise of certain Series D warrants), Item 6 (approval of the issuance of shares of our common stock upon exercise of certain Series I warrants), Item 7 (approval of an amendment to our equity incentive plan), Item 8 (approval, on an advisory, non-binding basis, of the frequency of future advisory votes on the compensation of our named executive officers) and Item 9 (approval, on an advisory, non-binding basis, of the compensation of our named executive officers).

If you have additional questions, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or other materials, please contact our proxy solicitation firm:

Alliance Advisors LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

1-844-202-6728

PALATIN TECHNOLOGIES, INC.

NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

We are mailing a full set of the printed proxy materials to our stockholders on or about July 1, 2025. The proxy statement and proxy card will also be available to our stockholders on https://web.viewproxy.com/Palatin/2025 on that same date.

Important Notice Regarding the Availability of Proxy Materials: We have elected to utilize the “full set delivery” option and are delivering paper copies to all stockholders entitled thereto of all proxy materials, as well as providing access to those proxy materials on a publicly accessible website. The proxy statement and proxy card are available to holders of our Common Stock at https://web.viewproxy.com/Palatin/2025.

PALATIN TECHNOLOGIES, INC.

ANNUAL MEETING TO BE HELD ON JULY 25, 2025

Table of Contents

11 DEER PARK DRIVE, SUITE 204

MONMOUTH JUNCTION, NEW JERSEY 08852

(609) 495-2200

PROXY STATEMENT FOR THE VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 25, 2025

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 25, 2025:

THE PROXY STATEMENT AND PROXY CARD ARE AVAILABLE AT

https://web.viewproxy.com/Palatin/2025.

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the virtual annual meeting, please act as soon as possible to submit a proxy to vote your shares to ensure your vote is counted. Promptly submitting a proxy to vote your shares may save us the expense of following up with a second mailing. Beginning on or about June 1, 2025, we are sending proxy materials to stockholders of record and beneficial owners at the close of business on June 20, 2025, which is the record date for the annual meeting (the “Record Date”). If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, you are considered, with respect to those shares, the “stockholder of record.” If your shares are held of record in a stock brokerage account or by a bank, broker, or other nominee (a “brokerage firm”), you are considered the “beneficial owner” of the shares held in street name.

If you hold your shares beneficially through a brokerage firm, you must provide a legal proxy from your brokerage firm during registration and you will be assigned a virtual control number in order to vote your shares during the annual meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the annual meeting (but will not be able to vote your shares) so long as you demonstrate proof of beneficial ownership of your shares. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of beneficial ownership, are posted at https://web.viewproxy.com/Palatin/2025. If you are a beneficial ownership and your shares are held of record by a brokerage firm, you may only vote your shares during the meeting if you have e-mailed a copy of the legal proxy authorizing you to vote your shares to virtualmeeting@viewproxy.com in advance of the annual meeting.

GENERAL INFORMATION

Why am I receiving these materials? The board of directors (the “Board”) of Palatin Technologies, Inc. (“Palatin” or the “Company”) has made these materials available to you over the Internet and has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at the virtual-only annual meeting of stockholders. The virtual annual meeting is scheduled to be held on Friday, July 25, 2025, at 9:00 a.m., Eastern Time, via live webcast through the website link below. This solicitation is for proxies for use at the virtual annual meeting or at any reconvened meeting after an adjournment, continuation or postponement of the virtual annual meeting.

How can I vote my shares and participate in the virtual annual meeting? The virtual annual meeting will be held entirely online and you will not be able to attend the meeting physically in person. You will be able to attend the annual meeting by first registering at https://web.viewproxy.com/Palatin/2025. You will receive a meeting invitation by e-mail with your unique join link along with a password prior to the meeting date. Stockholders will be able to listen, vote, and submit questions during the virtual meeting.

We have created and implemented the virtual format in order to facilitate stockholder attendance and participation by enabling stockholders to participate fully, and equally, from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual annual meeting makes it possible for more stockholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving the Company and our stockholders time and money, especially as physical attendance at meetings has dwindled. We also believe that the online tools we have selected will increase stockholder communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the annual meeting so they can ask questions of our management. During the live Q&A session of the annual meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the annual meeting, as time permits.

Both stockholders of record and street name stockholders will be able to attend the virtual annual meeting via live audio webcast and submit their questions during the meeting.

If you are a registered holder, your virtual control number will be on your proxy card.

If you hold your shares beneficially through a brokerage firm, you must provide a legal proxy from your brokerage firm during registration and you will be assigned a virtual control number in order to vote your shares during the annual meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the annual meeting (but will not be able to vote your shares) so long as you demonstrate proof of beneficial ownership of your shares. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of beneficial ownership, are posted at https://web.viewproxy.com/Palatin/2025. If you are a beneficial owner, you may only vote during the meeting if you have e-mailed a copy of the legal proxy authorizing you to vote your shares to virtualmeeting@viewproxy.com in advance of the meeting.

How can I vote my shares without participating in the virtual annual meeting? If you are a stockholder of record and you do not plan on participating in and voting at the virtual annual meeting, you can ensure that your shares are voted at the meeting by submitting a proxy by Internet or telephone using the instructions in this proxy statement, or by signing and submitting your proxy card and returning it by mail.  If you are a beneficial owner of shares held in street name and you do not plan on participating in the meeting and obtaining a legal proxy to vote your shares, you can ensure your shares are voted at the meeting by following the instructions provided by your brokerage firm. Submitting a proxy to vote your shares by Internet, telephone or by signing and submitting a completed proxy card, or following the voting instructions provided by your brokerage firm, will ensure that your shares are represented at the annual virtual meeting whether or not you are able to participate in the meeting.

What will I need in order to participate in the virtual annual meeting? You are entitled to participate in the virtual annual meeting only if you were a stockholder of record as of the Record Date for the virtual annual meeting, or June 20, 2025, or you hold a valid proxy for the virtual annual meeting. You may participate in the virtual annual meeting, vote, and submit a question during the virtual annual meeting by visiting https://web.viewproxy.com/Palatin/2025 no later than July 24, 2025 at 11:59 p.m. Eastern Time and following the instructions on that site for registering to attend the meeting. If you do not comply with the procedures outlined above, you will not be admitted to the virtual annual meeting. In addition, if you are not a stockholder of record but hold shares as a beneficial owner in street name, you must obtain a legal proxy from your brokerage firm to vote the shares that you beneficially own during the virtual annual meeting.

If you have additional questions, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or other materials, please contact our proxy solicitation firm:

Alliance Advisors LLC

150 Clove Road, Suite 400

Little Falls, NJ 07424

1-844-202-6728

REVOKING OR CHANGING A PROXY

You may revoke your proxy to change your vote by

To be effective, a later-dated proxy or written revocation or change must be received at our corporate offices before the start of the virtual annual meeting.

If you are a beneficial owner, you may submit new voting instructions by following the instructions from the brokerage firm that holds your shares, or by obtaining a legal proxy from the brokerage firm that holds your shares giving you the right to vote the shares.

PROXY SOLICITATION

We are soliciting proxies on behalf of the Board, and we will pay all costs of preparing, printing, and mailing the proxy materials. In addition to mailing proxy materials, our officers and employees may solicit proxies by telephone, fax, e-mail, or Internet, without receiving any additional compensation for their services. We have requested brokers, banks, and other fiduciaries to forward proxy materials to the beneficial owners of our stock and will pay for their reasonable expenses in forwarding proxy materials to such beneficial owners. We have engaged Alliance Advisors LLC (Alliance Advisors) to assist in the solicitation of proxies and provide related advice and informational support for a service fee of $15,000 and plus out-of-pocket expenses and customary disbursements.

Proxies and ballots will be received and tabulated by Alliance Advisors, and Alliance Advisors or its designee will serve as our Inspector of Election.

HOW PROXIES ARE VOTED

The proxies that we are soliciting appoint Carl Spana, Ph.D., our Chief Executive Officer, President, and a director, and Stephen T. Wills, our Chief Financial Officer, Chief Operating Officer, Executive Vice President, Secretary, and Treasurer as proxy to vote your shares, each with full power of substitution. The proxy holders will vote your shares according to your instructions on the proxy card or on the instructions that accompanied your proxy materials. If a signed proxy card does not contain instructions on any Item presented in this proxy statement, the proxy holders will vote your shares in the manner recommended by the Board on such Item.  The proxy holders will use their discretion to vote your shares with respect to any other matter properly presented for a vote of stockholders at the annual meeting.

VOTING RIGHTS, SHARES OUTSTANDING, AND VOTES PER SHARE

Holders of common stock (the “Common Stock”), Series A Convertible Preferred Stock (the “Series A Convertible Preferred Stock”) and Series D Convertible Preferred Stock (the “Series D Convertible Preferred Stock”) at the close of business on the Record Date of June 20, 2025 are entitled to vote at the virtual annual meeting:

There are no rights of appraisal or similar rights of dissenters with respect to the items of business at this meeting.

QUORUM AND VOTES REQUIRED

A quorum of stockholders is necessary to transact business at the annual virtual meeting.  The holders of at least one-third in voting power of the shares of Common Stock, Series A Convertible Preferred Stock and Series D Convertible Preferred Stock, collectively outstanding on the Record Date, represented virtually at the meeting or by proxy, constitutes a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes will count towards the establishment of a quorum for the transaction of business at the annual meeting.  If there is no quorum, the person presiding over the meeting or the stockholders entitled to vote thereat and so present, by a majority in voting power thereof, may adjourn the annual meeting until a quorum is present or represented. If your shares are held in street name by a brokerage firm and you do not provide voting instructions to the brokerage firm that holds your shares, the brokerage firm may, in its discretion, vote your uninstructed shares on matters on which it is permitted to exercise discretionary authority (“routine” matters) but may not exercise its discretion to vote your uninstructed shares on “non-routine” matters. A broker non-vote occurs when a brokerage firm that is the holder of record of shares for a beneficial owner exercises its discretionary authority or votes such shares on at least one matter but does not vote on a particular non-routine matter because it does not have discretionary authority to vote on such non-routine matter and has not received instructions from the beneficial owner as to how the shares are to be voted on such non-routine matter. The holders of the outstanding shares of Common Stock, Series A Convertible Preferred Stock and Series D Convertible Preferred Stock will vote together as a single class on an as if converted to Common Stock basis on the items of business to be brought before the virtual annual meeting. The votes required are as follows:

WHAT IS THE EFFECT OF NOT CASTING YOUR VOTE?

If shares are held in street name by a bank, broker, or other nominee, it is critical that you give instructions to your bank, broker or nominee as to how you wish your shares to be voted.

Your brokerage firm cannot vote your uninstructed shares in their discretion on any matter unless it is considered “routine.” Each of Item 2 (approval of an amendment to our Restated Certificate of Incorporation to effect a reverse stock split) and Item 3 (ratifying the appointment of our independent registered public accounting firm)] is a “routine” proposal, and your brokerage firm will therefore have discretionary authority to vote any shares as to which you have not provided voting instructions on Item 2 and Item 3. If you hold your shares in street name and you do not instruct your brokerage firm as to how to vote your shares, your brokerage firm may vote your shares in its discretion on Item 2 or Item 3.

We believe that Item 1 (election of directors), Items 4, 5 and 6 (approval of the issuance of shares of Common Stock upon exercise of the Series B Warrants, Series D Warrants and Series I Warrants), Item 7 (an increase in Common Stock available for issuance under our 2011 Stock Incentive Plan), Item 8 (the advisory approval on say-on-frequency for holding future advisory votes on the compensation of our named executive officers), and Item 9 (the advisory approval on say-on-pay for our named executive officers), will not be considered routine matters. If your shares are held in street name, your brokerage firm will not have discretionary authority to vote your shares on the foregoing items without your instructions. If you hold your shares in street name and you do not provide instructions to your brokerage firm as to how to vote your shares, then no vote will be cast with respect to your shares on such Items. Assuming a quorum has been established, the failure of your brokerage firm to vote any shares as to which you have not provided voting instructions will have no effect on the outcome of Item 1 and Items 4 through 9.

If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the virtual annual meeting.

IS VOTING CONFIDENTIAL?

We will keep all the proxies and ballots private unless otherwise required. We only let Alliance Advisors examine these documents. Management will not know how you voted on a specific proposal unless it is necessary to meet legal requirements or other applicable rule, order or regulation. Alliance Advisors will, however, forward to management any written comments you make on the proxy card.

HOUSEHOLDING OF DISCLOSURE DOCUMENTS

To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one account holding our stock who share the same address, we have adopted a procedure approved by the U.S. Securities and Exchange Commission (“SEC”) called “householding.” Under this procedure, a single set of our proxy statement will be sent to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members of the same family. Householding benefits both you and us. It reduces the volume of duplicate information received at your household and helps to reduce our expenses. The procedure applies to our annual reports, proxy statements, other proxy materials, and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consent to the practice. Each stockholder will continue to have access to and utilize separate proxy voting instructions.

If you do not wish to participate in “householding” and would like to receive your own set of any or all of our annual disclosure documents, or if you share an address with another Palatin stockholder and together both of you would like to receive only a single set of our annual disclosure documents, please contact Alliance Advisors, either by calling toll-free at 866-612-8937, or by e-mailing proxylogistics@allianceadvisors.com. Alternatively, if your brokerage firm or other nominee holds your Palatin shares, you may contact your broker or other nominee directly and inform them of your request. Be sure to include your name, the name of your brokerage firm and your account number.

ITEM ONE: ELECTION OF DIRECTORS

The Board has nominated the following four persons as directors to serve until the next annual meeting and until their successors have been duly elected and qualified. Each of the nominees is currently serving as a director of Palatin. Directors are elected by a plurality of the votes cast, such that the four nominees who receive the most “For” votes from the stockholders present at the meeting virtually or represented by proxy and entitled to vote on the election of directors will be elected as directors to serve until the next annual meeting and until their respective successors are duly elected and qualified.  Broker non-votes as well as any votes that are withheld from voting on the election of directors will have no effect on the outcome of this Item One.

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR the four nominees named below. If any nominee is unable or declines to serve as director at the time of the annual meeting, the proxies will be voted for any nominee who is nominated by our present board to be elected to that directorship, or the board may reduce the number of directors.

Nominees for Election as Directors. The Board unanimously adopted a resolution proposing the nominees set forth below for election as directors of Palatin until the 2026 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death or resignation or removal.

THE NOMINEES

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 Chairman 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 Chairman 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 Chairman), 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.

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.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR the election of the four director nominees listed above.

Board Composition and Nominating Process

The nominating and corporate governance committee conducts an annual director performance evaluation process and proposes nominees for election as directors. Nominees must be well-regarded and experienced participants in their field(s) of specialty, familiar with our business, willing to devote the time and attention necessary to deepen and refine their understanding of Palatin and the issues we face and must have an understanding of the demands and responsibilities of service on a public company board of directors. The committee considers individual merits, such as personal integrity and sound judgment, business and professional skills and experience, independence, knowledge of the industry in which we operate, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board and concern for the long-term interests of the stockholders. While we do not have a formal diversity policy, to ensure that the Board benefits from diverse perspectives, the committee seeks qualified nominees from a variety of backgrounds, including candidates of gender and ethnic diversity. The committee also considers each candidate in relation to existing or other potential members of the Board, with a view to establishing a well-rounded, diverse, knowledgeable, and experienced Board.

The charter of the nominating and corporate governance committee provides that directors will not be nominated for election to the Board after their 75th birthday, although the full Board, upon the recommendation of the committee, may nominate candidates over 75 years of age in special circumstances.

The nominating and corporate governance committee will consider stockholder recommendations of nominees if they are accompanied by a comprehensive written resume of the recommended nominee’s business experience and background, and a signed consent from the recommended nominee stating that he or she is willing to be considered as a nominee and, if nominated and elected, will serve as a director. The nominating and corporate governance committee will consider candidates recommended by stockholders on the same basis as candidates from other sources. The nominating and corporate governance committee may retain outside consultants to assist in identifying suitable director candidates. Stockholders may send their written recommendations with the required documentation to our executive offices at 11 Deer Park Drive, Suite 204, Monmouth Junction, NJ 08852, Attention: Secretary.

Director Independence

The Board has determined that all the directors and nominees, except for Dr. Spana (our Chief Executive Officer and President), are independent directors, as defined in the listing standards of the NYSE American and under Rule 10A-3 of the Exchange Act.

The Board and Its Committees

Committees and meetings. The Board 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 met four times, the audit committee met two times, the compensation committee met one time and the nominating and corporate governance committee met one time. Each director attended at least 75% of the total number of meetings of the Board and committees of the Board on which he or she served. The independent directors meet in executive session at least annually, following the annual board meeting. We do not have a policy requiring our directors to attend stockholder meetings. Except for Dr. Spana, the directors did not attend the virtual annual meeting of stockholders held on June 27, 2024.

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 four independent directors, Mr. deVeer (chair), Dr. Dunton, Mr. Hull and Dr. Manning. The Board has determined that the members of the audit committee are, or were, independent, as defined in the listing standards of the NYSE American and satisfied the requirements of the NYSE American as to financial literacy and expertise. The Board has determined that at least one member of the committee, Mr. deVeer, is the audit committee financial expert as defined by Item 407 of Regulation S-K. The responsibilities of the audit committee are set forth in a written charter adopted by the Board and updated as of October 1, 2013, a copy of which is available on our web site at www.palatin.com.

Compensation committee. The compensation committee reviews and recommends to the Board on an annual basis employment agreements and compensation for our officers, directors and some employees, and administers our 2011 Stock Incentive Plan, and the options still outstanding which were granted under previous stock option plans. The compensation committee is composed of Dr. Dunton (chair), Ms. Morris and Messrs. deVeer and Hull. 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 effective October 1, 2013, a copy of which is available on our website at www.palatin.com. The committee administers our 2011 Stock Incentive Plan, under which it has delegated to an officer its authority to grant stock options to employees and to a single-member committee of the Board its authority to grant restricted stock units to officers and to grant options and restricted stock units to our consultants, but in either instance not to grant options or restricted stock units to themselves, any member of the Board or officer, or any person subject to Section 16 of the Exchange Act.

Nominating and corporate governance committee. The nominating and corporate governance committee assists the Board in recommending nominees for directors, and in determining the composition of committees. It also reviews, assesses, and makes recommendations to the Board concerning policies and guidelines for corporate governance, including relationships of the Board, the stockholders and management in determining our direction and performance. The responsibilities of the nominating and corporate governance committee are set forth in a written charter adopted by the Board and updated as of October 1, 2013, a copy of which is available on our web site at www.palatin.com. The nominating and corporate governance committee is composed of Dr. Prendergast (chair), Ms. Morris and Dr. Manning, each of whom meets the independence requirements established by the NYSE American.

Duration of Office. Unless a director resigns or is removed, all directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. Directors serve as members of committees as the Board 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, NJ 08852. However, any stockholder or other interested party who wishes to address questions regarding our business directly to the Board, or any individual director, including the Chairman or non-management directors as a group, can direct questions to the Board members or a director by regular mail to the Secretary at the address above or by e-mail at boardofdirectors@palatin.com. Stockholders or other interested parties may also submit their concerns anonymously or confidentially by postal mail.

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in the communication, unless the Secretary determines that the communication is unrelated to the duties and responsibilities of the Board, such as product inquiries, resumes, advertisements, or other promotional material. Communications that are unduly hostile, threatening, illegal, or similarly unsuitable will also not be distributed to the Board or any director. All communications excluded from distribution will be retained and made available to any non-management director upon request.

Board Role in Risk Oversight

Our Board, as part of its overall responsibility to oversee the management of our business, considers risks generally when reviewing our strategic plan, financial results, business development activities, legal and regulatory matters. The Board satisfies this responsibility through regular reports directly from our officers responsible for oversight of particular risks. The Board’s risk management oversight also includes full and open communications with management to review the adequacy and functionality of the risk management processes used by management. The Board’s role in risk oversight has no effect on the Board’s leadership structure. In addition, committees of the Board assist in its risk oversight responsibility, including:

Board Leadership Structure

Since 2000, the roles of chairman of the Board and chief executive officer have been held by separate persons. John K.A. Prendergast, Ph.D., a non-employee director, has served as Chairman of the Board 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. The Chief Executive Officer, together with our Chief Financial Officer and Chief Operating Officer, is responsible for leading our day-to-day performance and operations. While we do not have a written policy with respect to separation of the roles of chairman of the Board and chief executive officer, the Board believes that the existing leadership structure, with the separation of these roles, provides several important advantages, including: enhancing the accountability of the chief executive officer to the Board; strengthening the Board’s independence from management; assisting the Board in reaching consensus on particular strategies and policies; and facilitating robust director, Board, and executive officer evaluation processes.

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 our directors, officers, and employees, including our Chief Executive Officer and Chief Financial Officer. You can view the code of corporate conduct and ethics at our website, www.palatin.com. 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 officers, 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.

DIRECTOR COMPENSATION

The following table sets forth the compensation we paid to all directors during fiscal 2024, 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.

                The aggregate number of shares underlying option awards and unvested stock awards outstanding at June 30, 2024, for each director was:

Our director compensation program is designed to enhance our ability to attract and retain highly qualified directors and to align their interests with the long-term interests of our stockholders. The program includes an equity component, which is designed to align the interests of non-employee directors and stockholders, and a cash component, which is designed to compensate non-employee directors for their service on the Board. Directors who are employees of the Company receive no additional compensation for their service on the Board.

The compensation committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full Board. As part of this annual review, the compensation committee considers the significant time commitment and skill level required by each non-employee director in serving on the Board and its various committees. The compensation committee seeks to maintain a market competitive director compensation program and, with the assistance of its independent compensation consultant, Aon Rewards, benchmarks our director compensation program against the peer group we use to evaluate our executive compensation program.

Non-Employee Directors’ Equity Grants. Our non-employee directors receive an annual equity grant at the Board meeting closest to the beginning of each fiscal year, or such other date as may be determined by the Board.

On July 15, 2024, the Chairman of the Board received 16,000 restricted stock units, which vested 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 vested on June 4, 2025, and an option to purchase 17,000 shares of Common Stock. All of the options have an exercise price of $1.83 per share, the closing price of our Common Stock on the date of grant, vests on June 4, 2025, and in the event that the director does not serve until June 30, 2025, is prorated based on the period of service at the rate of 1/12 per month on the last day of each month starting July 31, 2024, 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. These awards were granted by the Compensation Committee on June 4, 2024, which grants were subject to certification by the Chief Financial Officer that the shareholders had increased the shares reserved under the 2011 Stock Incentive Plan, and that there were no impediments to the grants of the restricted stock units and options. The required certification was made on July 15, 2024.

On June 20, 2023, the Chairman of the Board received 13,000 restricted stock units, which vested 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 vested 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 12 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.

Non-Employee Directors’ Cash Compensation. Dr. Prendergast serves as Chairman of the Board and for fiscal 2024 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 Chairman, received an additional retainer of one-half the retainer payable to the committee chairperson. For the fiscal year ending June 30, 2024, Dr. Prendergast serves as Chairman of the Board and will receive an annual retainer of $87,500, payable quarterly. Other non-employee directors will receive an annual base retainer of $40,000, payable on a quarterly basis. 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 also formed a program development committee, charged with reviewing new product opportunities and product development strategy. The chairperson of the program development committee receives $3,500 per day of service, and members of the committee receive $2,500 per day of service.

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

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

[END OF ITEM ONE]

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ITEM TWO: ADOPTION AND APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE COMPANY’S COMMON STOCK INTO A LESSER NUMBER OF SHARESBY A RATIO NOT LESS THAN 1-FOR-50 AND NOT MORE THAN 1-FOR-100, WITH THE EXACT RATIO TO BE SET WITHIN THIS RANGE BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION

OVERVIEW

The Board has adopted and is recommending that our stockholders approve an amendment of our Restated Certificate of Incorporation (such amendment, the “Amendment”) to effect a reverse stock split of the Common Stock at a ratio of not less than 1-for-50 and not more than 1-for-100, with the exact ratio for each reverse stock split within such range to be determined by the Board in its sole discretion (such reverse stock split, the “Reverse Stock Split” and any such ratio, the “Reverse Stock Split Ratio”). Approval of the Amendment requires the affirmative vote of a majority of the votes cast.  Because this is a routine proposal, we do not expect there to be any broker non-votes. Abstentions and broker non-votes, if any, will have no effect on the outcome of this Item 2. 

In connection with the Reverse Stock Split, the number of authorized shares of Common Stock will not be changed. Pursuant to the law of the State of Delaware, our state of incorporation, the Board must adopt an Amendment and submit the Amendment to stockholders for their approval. The proposed Amendment, one or more of which would be filed with the Secretary of State of the State of Delaware (the “Secretary of State”), will be substantially in the form of Annex A to this proxy statement. Upon the effectiveness of the Amendment (the “Reverse Stock Split Effective Time”), the issued shares of Common Stock immediately prior to a Reverse Stock Split Effective Time will be reclassified into a smaller number of issued shares such that a stockholder will own one share of Common Stock for each 50 to 100 (or any number in between) shares of issued Common Stock held by such stockholder immediately prior to a Reverse Stock Split Effective Time, as specified.

By approving this Item, stockholders will approve the Amendment (which approval will constitute the approval of an Amendment effecting the reverse stock split of the Common Stock at a Reverse Stock Split Ratio within the range of not less than 1-for-50 and not more than 1-for-100, with the exact ratio for each reverse stock split within such range to be determined by the Board in its sole discretion) and authorize the Board to file the Amendment effecting the reverse stock split at the Reverse Stock Split Ratio it selects and to abandon each Amendment effecting a reverse stock split at any other Reverse Stock Split Ratio. Upon receiving stockholder approval, the Board will have the authority, but not the obligation, in its sole discretion, to elect, without further action on the part of the stockholders, whether to effect a Reverse Stock Split and, if so, to determine the applicable Reverse Stock Split Ratio from among the approved range described above and to effect a Reverse Stock Split setting forth the Reverse Stock Split Ratio it selects in its sole discretion by filing the Amendment that includes such Reverse Stock Split Ratio with the Secretary of State and abandoning the Amendments that include each other Reverse Stock Split Ratio. The Board reserves the right to elect not to effect a Reverse Stock Split at any time prior to the effectiveness of the filing of the Amendment with the Secretary of State, if it determines, in its sole discretion, and without further action on the part of the stockholders, that the proposal is no longer in the best interests of the Company and its stockholders.  In addition, even if Item 2 is approved by the holders of a majority of the votes cast, no Amendment effecting the Reverse Stock Split will be authorized, and the Board will not file any such Amendment with the Secretary of State, unless the shares of Common Stock are listed on a national securities exchange immediately before such Amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such Amendment becomes effective.  

The Board’s decision as to whether and when to effect a Reverse Stock Split will be based on a number of factors, including market conditions, the historical, existing, and expected trading price of the Common Stock, the anticipated impact of such Reverse Stock Split on the trading price and number of holders of the Common Stock, and any applicable listing requirements of a national securities exchange if the Company is then contemplating a listing on such national securities exchange.

On May 7, 2025, the Company received notice from NYSE Regulation that it had suspended trading of the Company’s Common Stock on the NYSE American LLC stock exchange (“NYSE American”) and determined to commence proceedings to delist the Company’s Common Stock from the NYSE American as a result of its determination that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s Common Stock. Trading of the Common Stock on the NYSE American was suspended on May 7, 2025, and began trading on the OTC Pink Market (“OTC Pink”) of the OTC Markets Group Inc. on May 8, 2025. On June 9, 2025, we uplisted to the OTCQB Venture Market (“OTCQB”) of the OTC Markets Group Inc. (OTCQB: PTNT).

REASONS FOR EFFECTING A REVERSE STOCK SPLIT

To potentially qualify the Common Stock for listing on The Nasdaq Stock Market. Our Common Stock was traded on the NYSE American until May 7, 2025, when it was suspended from trading due to the low selling price of the Company’s Common Stock. We are appealing the decision of the NYSE American, and our Common Stock remains listed on the NYSE American while that appeal is pending, even though are shares are trading on the OTCQB.  The Company’s management believes that implementing a Reverse Stock Split may enable the shares of Common Stock to satisfy the minimum trading price requirement necessary to be listed on The Nasdaq Stock Market (“Nasdaq”). Generally, Nasdaq requires that, to qualify for listing, a newly listed security must have a minimum bid price of $4.00 per share. Our Company meets all requirements to be listed on Nasdaq other than the $4.00 minimum bid price. On June 16, 2025, our Common Stock last traded on the OTCQB at $0.107 per share, and at market close, the highest bid price was $0.12. Our Board believes that having our shares listed and trading on a national exchange, such as Nasdaq or NYSE American, would be beneficial to both the Company and its stockholders.

Although the OTCQB is a venture marketplace of the OTC Markets, it is not a national exchange. We believe that having our shares listed and trading on a national exchange, such as Nasdaq or NYSE American, will help attract institutional investors with minimum trading price and other requirements, will assist in our capital-raising efforts should they be needed in the future to support the Company’s growth plans by making our Common Stock more attractive to a broader range of investors, will remove restrictions that currently prohibit many investors from investing in companies whose shares are not traded on a national exchange, and that a national exchange’s financial and governance requirements will enhance the Company’s profile to potential investors. If successful, the Company’s stockholders will also benefit from expanded awareness by inclusion in a number of indexes that are tracked by buy-side institutions and that will increase the likelihood of analyst coverage.

To potentially attract investment capital. With a high number of issued and outstanding shares of Common Stock, the price per share of our Common Stock may be too low for the Company to attract investment capital on reasonable terms for the Company. We believe that a Reverse Stock Split will make our Common Stock more attractive to a broader range of institutional investors, professional investors, and other members of the investing public.

To potentially improve the marketability and liquidity of our Common Stock. The Company’s Common Stock currently trades in the over-the-counter market on the OTCQB market because it does not meet the listing requirements of the national securities exchanges. The Board believes that an increased stock price may also improve the marketability and liquidity of our Common Stock. For example, many brokerages, institutional investors, and funds have internal policies that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers by restricting or limiting the ability to purchase such stocks on margin. Additionally, investors may be dissuaded from purchasing stocks below certain prices because brokers’ commissions, as a percentage of the total transaction value, can be higher for low-priced stocks. We believe that a Reverse Stock Split may make our Common Stock a more attractive and cost-effective investment for many investors, which may enhance the liquidity of the holders of our Common Stock.

To decrease the risk of market manipulation of our Common Stock. The Board believes that the potential increase in stock price may reduce the risk of market manipulation of our Common Stock, which we believe is enhanced when our stock trades below $1.00 per share. By reducing market manipulation risk, we may also thereby potentially decrease the volatility of our stock price.

To provide us with flexibility with respect to our authorized Common Stock. A Reverse Stock Split will also effectively increase the number of authorized and unreserved shares of our Common Stock for future issuances by the amount of the reduction in outstanding shares of Common Stock effected by a Reverse Stock Split. These additional shares would be available in the event that the Board determines that it is necessary or appropriate (i) to provide financial flexibility to raise additional capital through the sale of equity securities, convertible securities, or other equity-linked securities; (ii) to enter into strategic business transactions; (iii) to provide equity incentives to directors, officers, and employees pursuant to equity compensation plans; and (iv) for other corporate purposes. The availability of additional shares of Common Stock is particularly important in the event that the Board needs to undertake any of the foregoing actions on an expedited basis, as market conditions permit and favorable financing and business opportunities become available, and thus without the potential delay associated with convening a special stockholders’ meeting at that time.

For the reasons discussed above, the Board believes that a Reverse Stock Split is necessary. Accordingly, the Board has approved resolutions proposing the Amendment to effect a Reverse Split and directed that it be submitted to our stockholders for adoption and approval at the annual meeting.

BOARD DISCRETION TO IMPLEMENT A REVERSE STOCK SPLIT

The Board believes that stockholder approval of a range of ratios for the Reverse Stock Split Ratio (as opposed to a single Reverse Stock Split Ratio) and to authorize an Amendment is in the best interests of the Company and stockholders because it is not possible to predict market conditions at the time that any Reverse Stock Split would be effected. We believe that a range of Reverse Stock Split Ratios provides us with the most flexibility to achieve the desired results of any Reverse Stock Split through an Amendment. The Reverse Stock Split Ratio to be determined by the Board, in its sole discretion, will be a whole number in a range of 1-for-50 to one-for-100. The Board reserves the right to elect not to effect any Reverse Stock Split at any time prior to the effectiveness of the filing of any Amendment with the Secretary of State, if it determines, in its sole discretion, and without further action on the part of the stockholders, that a Reverse Stock Split is no longer in the best interests of the Company and its stockholders.

In determining any applicable Reverse Stock Split Ratio and whether and when to effect any Reverse Stock Split pursuant to the Amendment following the receipt of stockholder approval, the Board may consider a number of factors, including, without limitation:

We believe that granting the Board the authority to elect to implement a Reverse Stock Split through the Amendment (within the range of 1-for-50 to one-for-100) is essential because it allows us to take these factors into consideration and to react to changing market, legal and economic conditions. If the Board chooses to implement a Reverse Stock Split, we will make a public announcement regarding the determination of the Reverse Stock Split and the applicable Reverse Stock Split Ratio.

CERTAIN RISKS ASSOCIATED WITH A REVERSE STOCK SPLIT

There are risks associated with effecting a Reverse Stock Split, including that any such Reverse Stock Split may not result in an increase in the per share price of Common Stock.

The Company cannot predict whether a Reverse Stock Split will increase the market price for the Common Stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

The market price of the Common Stock will also be based on the performance of the Company, and other factors, some of which are unrelated to the number of shares outstanding. If a Reverse Stock Split is effected and the market price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the overall market capitalization of the Company may be greater than would occur in the absence of a Reverse Stock Split. Furthermore, the liquidity of the Common Stock could be adversely affected by the reduced number of shares that would be outstanding after a Reverse Stock Split.

EFFECTS OF A REVERSE STOCK SPLIT

Effects on Stockholders

A Reverse Stock Split will be realized simultaneously for all shares of Common Stock outstanding immediately prior to the applicable Reverse Stock Split Effective Time. A Reverse Stock Split will affect all holders of shares of Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time uniformly and each such stockholder will hold the same percentage of Common Stock outstanding immediately following a Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. A Reverse Stock Split will not change the par value of the Common Stock and will not reduce the number of authorized shares of Common Stock. Common Stock issued pursuant to any Reverse Stock Split will remain fully paid and non-assessable. Voting rights and other rights of the holders of Common Stock will not be affected by the Reverse Stock Split, other than as a result of the treatment of fractional shares as described below. A Reverse Stock Split will not affect the Company continuing to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

After a Reverse Stock Split, the Common Stock would have a new Committee on Uniform Securities Identification Procedures number, or a CUSIP number, used to identify the Common Stock and will continue to be listed on the OTCQB under the symbol “PTNT”.

One of the effects of a Reverse Stock Split will be to effectively increase the proportion of authorized shares which are unissued relative to those which are issued. Any Reverse Stock Split will not affect the number of authorized shares of the Company’s capital stock that will continue to be authorized pursuant to the Company’s Restated Certificate of Incorporation, as amended by the Amendment. Up to 300,000,000 shares of Common Stock are authorized to be issued under the Company’s Restated Certificate of Incorporation.

The table below shows, as of the Record Date, the number of shares outstanding and percentage of the authorized Common Stock prior to a Reverse Stock Split and the number of outstanding shares of Common Stock that would result from a Reverse Stock Split at (a) a 1-for-50 Reverse Stock Split Ratio, (b) a 1-for-70 Reverse Stock Split Ratio, (c) a 1-for-90 Reverse Stock Split Ratio, and (d) a 1-for-100 Reverse Stock Split Ratio, in each case without giving effect to the treatment of fractional shares:

Effects on Equity Incentive Plan, Stock Options, and Warrants

The Company maintains the 2011 Stock Incentive Plan. As of the Record Date, there were 1,139,313 shares of restricted stock units and stock options to purchase 2,249,102 shares of Common Stock granted and outstanding under the Plan. In the event of a Reverse Stock Split, appropriate adjustments will be made to awards granted and share-based limits under the Plan in accordance with the terms of the Plan. Accordingly, if the Reverse Stock Split Proposal is approved by our stockholders and the Board decides to implement a Reverse Stock Split, as of the applicable Reverse Stock Split Effective Time, (i) the number of shares of Common Stock issuable upon exercise or vesting of such awards under the Plan would be proportionally reduced based on the applicable Reverse Stock Split Ratio determined by our Board for such Amendment and (ii) any per-share exercise price applicable to such awards would be proportionally increased based on the applicable Reverse Stock Split Ratio determined by the Board for such Amendment, subject to the terms of the Plan and the award agreement. In addition, the number of shares available for future issuance and any share-based award limits under the Plan will be proportionately reduced based on the applicable Reverse Stock Split Ratio determined by the Board for such Amendment. Accordingly, all outstanding stock options, including any held by our officers and directors, would be adjusted as a result of the Reverse Stock Split such that the number of shares issuable upon the exercise or vesting of each award would be reduced, and the exercise price per share would be increased, in accordance with the terms of each instrument and based on the ratio of such Reverse Stock Split. The Compensation Committee of the Board will determine whether cash, additional awards or other securities or property will be issued or paid in lieu of fractional shares of common stock or whether any fractional shares should be rounded, forfeited or otherwise eliminated with respect to awards under the Plan that are outstanding at the time of such Reverse Stock Split.

The Company has issued warrants to purchase shares of Common Stock. As of the Record Date, outstanding warrants were exercisable for up to 35,463,784 shares of Common Stock. If the Reverse Stock Split Proposal is approved by our stockholders and the Board decides to implement a Reverse Stock Split, as of the Reverse Stock Split Effective Time, then the number of shares issuable upon exercise of each warrant will be reduced and the exercise price of each warrant will be increased proportionally based on such Reverse Stock Split Ratio. If any holder of a warrant would be entitled, upon the exercise of such warrant after the Reverse Stock Split Effective Time, to receive a fractional interest in a share of Common Stock, then upon exercise of the warrant the Company would either pay the holder the difference between the cash value of the fractional share and the portion of the exercise price allocable to the fractional share, round down to the nearest whole share, or round up to the nearest whole share, in accordance with the terms of the applicable warrant.

No Effect on Preferred Stock Authorization

The Company’s Restated Certificate of Incorporation currently authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.01 per share (“preferred stock”), 7,430 of which is currently issued or outstanding. The proposed Amendment would not increase or decrease the authorized number of shares of preferred stock.

No Effect on Par Value

The proposed Amendment would not affect the par value of the Common Stock, which will remain at $0.01.

Accounting Matters

As a result of the Reverse Stock Split, upon the applicable Reverse Stock Split Effective Time, the stated capital on our balance sheet attributable to the Common Stock, which consists of the par value per share of the Common Stock multiplied by the aggregate number of shares of Common Stock issued and outstanding, will be reduced in proportion to the size of the applicable Reverse Stock Split, subject to a minor adjustment in respect of the treatment of fractional shares, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

PROCEDURE FOR EFFECTING A REVERSE STOCK SPLIT

If the stockholders approve the Amendment, and if the Board determines to effect a Reverse Stock Split, such Reverse Stock Split will become effective at the Reverse Stock Split Effective Time, which will be upon filing of the Amendment related to the Reverse Stock Split with the Secretary of State. At the applicable Reverse Stock Split Effective Time, shares of Common Stock issued and outstanding immediately prior thereto will be combined, automatically and without any action on the part of the stockholders, into new shares of Common Stock, as applicable, in accordance with the particular Reverse Stock Split Ratio contained in the Amendment.  In addition, even if Item 2 is approved by the holders of a majority of the votes cast, no Amendment effecting the Reverse Stock Split will be authorized, and the Board will not file any such Amendment with the Secretary of State, unless the shares of Common Stock are listed on a national securities exchange immediately before such Amendment becomes effective and meet the listing requirements of such national securities exchange relating to the minimum number of holders immediately after such Amendment becomes effective.  

As soon as practicable after the Reverse Stock Split Effective Time, stockholders of record will be notified that a Reverse Stock Split has been effected. Stockholders of record will not need to take any action to receive post-Reverse Stock Split shares of Common Stock. As soon as practicable after the Reverse Stock Split Effective Time, a transmittal letter along with a statement of ownership will be sent to the registered addresses of stockholders of record indicating the number of post-Reverse Stock Split shares of Common Stock stockholders of record hold.

Upon the implementation of the Reverse Stock Split, we intend to treat shares of Common Stock held by stockholders in “street name” (i.e., through a bank, broker, custodian, or other nominee), in the same manner as registered “book-entry” holders of Common Stock. Banks, brokers, custodians or other nominees will be instructed to effect such Reverse Stock Split for their beneficial holders holding Common Stock in street name. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing a Reverse Stock Split and for the treatment of fractional shares. If a stockholder holds shares of Common Stock with a bank, broker, custodian, or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian, or other nominee.

FRACTIONAL SHARES

No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to an amount in cash (without interest or deduction) equal to the fraction of one share to which such stockholder would otherwise be entitled multiplied by the closing price of the Common Stock on the OTCQB on the last trading day immediately preceding the Reverse Split Effective Time (with such closing price proportionately adjusted to give effect to the Reverse Stock Split). Except for the right to receive the cash payment in lieu of fractional shares otherwise issuable upon the effectiveness of the Reverse Stock Split, stockholders will not have any voting, dividend or other rights with respect to the fractional shares they would otherwise be entitled to receive as a result of the Reverse Stock Split.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders may reside, where we are domiciled, and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective date of the Reverse Stock Split may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by us or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

POTENTIAL ANTI-TAKEOVER EFFECT

Although the increased proportion of unissued authorized shares to issued shares from the Reverse Stock Split could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board or contemplating a tender offer or other transaction for the combination of the Company with another company, the Reverse Stock Split Proposal is not being proposed in response to any effort of which the Company is aware to accumulate shares of Common Stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to the Board and stockholders. The Board does not currently contemplate recommending the adoption of any other actions that could be construed to affect the ability of third parties to take over or change control of the Company.

DISSENTERS’ RIGHTS OF APPRAISAL

Under the General Corporation Law of the State of Delaware (the “DGCL”), stockholders are not entitled to dissenters’ rights of appraisal in connection with the Reverse Stock Split.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR the adoption and approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock into a lesser number of shares by a ratio not less than 1-for-50 and not more than 1-for-100, with the exact ration to be set within this range by the Board in its sole discretion without further approval or authorization of our stockholders.

[END OF ITEM TWO]

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ITEM THREE: RATIFICATION OF APPOINTMENT OF KPMG LLP

AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR

ENDING ON JUNE 30, 2025

We recommend voting FOR the ratification of the appointment of KPMG LLP (“KPMG”) as our independent registered public accounting firm for the fiscal year ending June 30, 2025. KPMG served as our independent registered public accounting firm for the fiscal year ended June 30, 2024. We expect that a representative of KPMG will participate in the virtual annual meeting. The representative will have an opportunity to make a statement, if he or she desires, and will be available to respond to appropriate questions from stockholders.  Ratification of the appointment of KPMG as our independent registered public accounting firm requires a majority of the votes cast on this Item Three.  Because this is a routine proposal, we do not expect there to be any broker non-votes. Abstentions and broker non-votes, if any, will have no effect on the outcome of this Item Three.  

Audit Fees. For the fiscal year ended June 30, 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. For the fiscal year ended June 30, 2023, fees for professional services rendered for the audit of our annual consolidated financial statements and review of our consolidated financial statements in our Forms 10-Q and services provided in connection with regulatory filings and comfort letters were $491,500.

Audit-Related Fees. For the fiscal years ended June 30, 2024 and 2023, KPMG did not perform or bill us for any audit-related services.

Tax Fees. For the fiscal year ended June 30, 2024, KPMG billed us $70,662 for professional services rendered for tax compliance services. For the fiscal year ended June 30, 2023, KPMG billed us $26,600 for professional services rendered for tax compliance and consulting services.

All Other Fees. KPMG did not perform or bill us for any services other than those described above for the fiscal years ended June 30, 2024 and 2023.

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.

Before engaging the independent registered public accounting firm for the next year’s audit, management will submit to the audit committee for approval an estimate of fees for services expected to be rendered during that year in each of four categories:

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.

Although stockholder approval of KPMG’s appointment as our independent registered public accounting firm is not required by law or binding on the Board or the audit committee, the Board and the audit committee believe that stockholders should have an opportunity to express their views. In the event the stockholders do not ratify the appointment of KPMG as our independent registered public accounting firm, the audit committee will reconsider its appointment.

REPORT OF THE AUDIT COMMITTEE

The audit committee of the Board, which consists entirely of directors who meet the independence and experience requirements of the NYSE American, has furnished the following report:

The audit committee assists the Board in overseeing and monitoring the integrity of its financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee reviews and reassesses our charter annually and recommends any changes to the Board for approval. The audit committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversight of the work of KPMG LLP.

The audit committee has reviewed and discussed the audited consolidated financial statements for the fiscal year ended June 30, 2024 with Palatin’s management and has discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the audit committee has received from KPMG LLP the written disclosures and a letter from KPMG LLP regarding its independence as required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG LLP communications with the audit committee, and the audit committee further discussed with KPMG LLP its independence. The audit committee also considered the status of pending litigation, taxation matters and other areas of oversight relating to the financial reporting and audit process, among other factors, that the committee determined appropriate.

Based on these reviews and discussions, we recommended to the Board that the audited consolidated financial statements be included in Palatin’s annual report on Form 10-K for the fiscal year ended June 30, 2024.

The Audit Committee

Robert K. deVeer, Jr., Chairman

Alan W. Dunton, M.D.

J. Stanley Hull

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2025.

[END OF ITEM THREE]

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ITEM FOUR: APPROVAL OF THE ISSUANCE OF COMMON STOCK UPON EXERCISE OF CERTAIN SERIES B WARRANTS

BACKGROUND

On June 20, 2024, the Company entered into a Letter Agreement with an institutional holder (the “June 2024 Investor”) of Common Stock purchase warrants that the Company issued on November 2, 2022, and October 24, 2023 (such warrants that were outstanding at the time, the “June 2024 Existing Warrants”). As an inducement to the June 2024 Investor to exercise a portion of the Existing Warrants, the Company agreed to adjust the exercise price of such portion of the Existing Warrants to $1.88. Pursuant to the Letter Agreement, the June 2024 Investor agreed to exercise, for cash, the Existing Warrants to purchase an aggregate of 3,233,277 shares of Common Stock at the adjusted exercise price in exchange for the Company’s agreement to issue to the June 2024 Investor Series A Common Stock purchase warrants (the “Series A Warrants”) to purchase 2,727,273 shares of Common Stock and Series B Common Stock purchase warrants (the “Series B Warrants”) to purchase 2,122,642 shares of Common Stock. Approval of the issuance of 1,624,201 shares upon exercise of the Series B Warrants requires the affirmative vote of a majority of the votes cast by stockholders entitled to vote on this Item Four.  Abstentions and broker non-votes will have no effect on the outcome of this Item Four. 

The closing of the transactions contemplated under the Letter Agreement took place on June 24, 2024. The Series A Warrants and the Series B Warrants have an exercise price of $1.88 per share. All of the Series A Warrants and 498,441 of the Series B Warrants were immediately exercisable, and the remaining 1,624,201 of the Series B Warrants are exercisable on or after the date on which stockholder approval is received (the “Series B Stockholder Approval Date”) with respect to the issuance of the shares of Common Stock underlying the Series B Warrants and have a term of exercise ending on the fifth anniversary of the Series B Stockholder Approval Date.

For further information regarding the foregoing agreements and transactions, please refer to our Current Report on Form 8-K filed with the SEC on June 21, 2024. The discussion herein relating to these Letter Agreements and the Private Warrants is qualified in its entirety by reference to the transaction documents filed as exhibits to such Current Report on Form 8-K.

REASONS FOR THE PROPOSAL

Pursuant to the Letter Agreement, the Company agreed to hold a meeting of stockholders for the purpose of obtaining stockholder approval for the issuance of shares of Common Stock underlying the Series B Warrants (the “Stockholder Approval”). If the Company does not obtain Stockholder Approval at this annual meeting, the Letter Agreement further provides for the Company to call a stockholders meeting every 90 days hereafter to seek Stockholder Approval until Stockholder Approval is obtained.

The NYSE American Listed Company Guide, including Section 713 thereof, requires stockholder approval of transactions involving the issuance of 20% or more of a company’s outstanding shares or voting power. Because the exercise of either the Series B Warrants would result in an issuance of 20% or more of the Company’s outstanding shares of Common Stock, we must first obtain Stockholder Approval to permit the exercise of the Series B Warrants for the Series B Warrant Shares.

CONSEQUENCES OF APPROVAL

The issuance of the Series B Warrant Shares will have a dilutive effect on other stockholders in that the percentage ownership of the Company held by such other current stockholders will decline as a result of the issuance of such Series B Warrant Shares. The issuance of the Series B Warrant Shares will also have a dilutive effect on book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our Common Stock to decline. The dilutive impact from the issuance of the Series B Warrant Shares cannot be fully determined as of the date hereof as the Series B Warrants are only expected to be exercised if the market price of the Common Stock is above the exercise price of $1.88, and the timing and market price at the time of exercise will not be known until the applicable date of exercise of the Series B Warrants.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR approval of the issuance of the Series B Warrant Shares

upon exercise of the Series B Warrants.

[END OF ITEM FOUR]

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ITEM FIVE: APPROVAL OF THE ISSUANCE OF COMMON STOCK UPON EXERCISE OF CERTAIN SERIES D WARRANTS

BACKGROUND

On December 13, 2024, the Company entered into the Letter Agreement with an institutional holder (the “December 2024 Investor”) of Common Stock purchase warrants that the Company issued on June 24, 2024, and October 24, 2023 (such warrants that were outstanding at the time, the “December 2024 Existing Warrants”). As an inducement to the Investor to exercise a portion of the Existing Warrants, the Company agreed to adjust the exercise price of such portion of the December 2024 Existing Warrants to $0.875. Pursuant to the Letter Agreement, the December 2024 Investor agreed to exercise, for cash, the December 2024 Existing Warrants to purchase an aggregate of 3,907,679 shares of Common Stock at the adjusted exercise price in exchange for the Company’s agreement to issue to the December 2024 Investor Series C Common Stock purchase warrants (the “Series C Warrants”) to purchase 3,907,679 shares of Common Stock and the Series D Warrants to purchase 1,953,839 shares (the “Series D Warrant Shares”) of Common Stock. Approval of the issuance of shares of Common Stock upon exercise of the Series D Warrants requires the affirmative vote of a majority of the votes cast by stockholders entitled to vote on this Item Five.  Abstentions and broker non-votes will have no effect on the outcome of this Item Five. 

The closing of the transactions contemplated under the Letter Agreement took place on December 17, 2024. The Series C Warrants and the Series D Warrants have an exercise price of $0.875 per share. The Series C Warrants were immediately exercisable, and the Series D Warrants are exercisable on or after the date on which stockholder approval is received (the “Series D Stockholder Approval Date”) with respect to the issuance of the shares of Common Stock underlying the Series D Warrants and have a term of exercise ending on the fifth anniversary of the Series D Stockholder Approval Date.

For further information regarding the foregoing agreements and transactions, please refer to our Current Report on Form 8-K filed with the SEC on December 16, 2024. The discussion herein relating to these Letter Agreements and the Private Warrants is qualified in its entirety by reference to the transaction documents filed as exhibits to such Current Report on Form 8-K.

REASONS FOR THE PROPOSAL

Pursuant to the Letter Agreement, the Company agreed to hold a meeting of stockholders for the purpose of obtaining stockholder approval for the issuance of shares of Common Stock underlying the Series D Warrants (the “Stockholder Approval”). If the Company does not obtain Stockholder Approval at this annual meeting, the Letter Agreement further provides for the Company to call a stockholders meeting every 90 days hereafter to seek Stockholder Approval until Stockholder Approval is obtained.

The NYSE American Listed Company Guide, including Section 713 thereof, requires stockholder approval of transactions involving the issuance of 20% or more of a company’s outstanding shares or voting power. Because the exercise of either the Series D Warrants would result in an issuance of 20% or more of the Company’s outstanding shares of Common Stock, we must first obtain Stockholder Approval to permit the exercise of the Series D Warrants for the Series D Warrant Shares.

CONSEQUENCES OF APPROVAL

The issuance of the Series D Warrant Shares will have a dilutive effect on other stockholders in that the percentage ownership of the Company held by such other current stockholders will decline as a result of the issuance of such Series D Warrant Shares. The issuance of the Series D Warrant Shares will also have a dilutive effect on book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our Common Stock to decline. The dilutive impact from the issuance of the Series Warrant Shares cannot be fully determined as of the date hereof as the Series D Warrants are only expected to be exercised if the market price of the Common Stock is above the exercise price of $0.875, and the timing and market price at the time of exercise will not be known until the applicable date of exercise of the Series D Warrants.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR approval of the issuance of the Series D Warrant Shares

upon exercise of the Series D Warrants.

[END OF ITEM FIVE]

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ITEM SIX: APPROVAL OF THE ISSUANCE OF COMMON STOCK UPON EXERCISE OF CERTAIN SERIES I WARRANTS

BACKGROUND

On June 10, 2025, the Company entered into a securities purchase agreement (the “June 2025 Purchase Agreement”) with certain officers and directors of the Company, consisting of Carl Spana, the Company’s President and Chief Executive Officer, Stephen T. Wills, the Company’s Executive Vice President, Chief Financial Officer, and Chief Operating Officer, John K.A. Prendergast, a director on and Chairman of the Company’s board of directors, and Alan W. Dunton, a director on the Company’s board of directors, pursuant to which an aggregate of 3,400 shares of the Company’s newly designated Series D Convertible Preferred Stock, par value $0.01, with a stated value of $100 per share (the “Series D Preferred Stock”), initially convertible into up to 3,090,908 shares of the Company’s Common Stock at an initial conversion price of $0.11, and Series I Warrants to purchase up to an aggregate of 6,181,818 shares of Common Stock (the “Series I Warrant Shares”) were issued to the purchasers.  

The closing of the transactions contemplated under the Purchase Agreement took place on June 13, 2025.  The Series I Warrants have an exercise price of $0.11 per share, and are exercisable on or after the date on which stockholder approval is received (the “Series I Stockholder Approval Date”) with respect to the issuance of the Series I Warrant Shares underlying the Series I Warrants, and have a term of exercise ending on the fifth anniversary of the Series I Stockholder Approval Date.

For further information regarding the foregoing agreements and transactions, please refer to our Current Report on Form 8-K filed with the SEC on June 13, 2025. The discussion herein relating to the Purchase Agreement, the Series D Preferred Stock, and the Series I Warrants is qualified in its entirety by reference to the transaction documents filed as exhibits to such Current Report on Form 8-K.

REASONS FOR THE PROPOSAL

Pursuant to the Purchase Agreement and the requirements of the NYSE American, the Company agreed to hold a meeting of stockholders for the purpose of obtaining stockholder approval for the issuance of shares of Series I Warrant Shares underlying the Series I Warrants.

CONSEQUENCES OF APPROVAL

The issuance of the Series I Warrant Shares will have a dilutive effect on other stockholders in that the percentage ownership of the Company held by such other current stockholders will decline as a result of the issuance of such Series I Warrant Shares. The issuance of the Series I Warrant Shares will also have a dilutive effect on book value per share and any future earnings per share. Dilution of equity interests could also cause prevailing market prices for our Common Stock to decline. The dilutive impact from the issuance of the Series I Warrant Shares cannot be fully determined as of the date hereof as the Series I Warrants are only expected to be exercised if the market price of the Common Stock is above the exercise price of $0.11, and the timing and market price at the time of exercise will not be known until the applicable date of exercise of the Series I Warrants.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR approval of the issuance of the Series I Warrant Shares

upon exercise of the Series I Warrants.

[END OF ITEM SIX]

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ITEM SEVEN: APPROVAL OF AN INCREASE IN COMMON STOCK AVAILABLE FOR ISSUANCE UNDER OUR 2011 STOCK INCENTIVE PLAN

The Company is asking stockholders to approve an amendment to its 2011 Stock Incentive Plan in order to increase the number of shares available for equity awards under the 2011 Stock Incentive Plan by 3,000,000 shares, from 4,300,000 shares to 7,300,000 shares.  Approval of an amendment to our 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 3,000,000 shares, requires the affirmative vote of a majority of the votes cast by stockholders entitled to vote on this Item Five.  Abstentions and broker non-votes will have no effect on the outcome of this Item Five.

INCREASE IN PLAN SHARES

On June 9, 2025, the Board authorized an increase in the number of shares of Common Stock available for issuance under the 2011 Stock Incentive Plan from 4,300,000 to 7,300,000. 140,000 shares were initially available under the 2011 Stock Incentive Plan. An increase of 140,000 shares, to a total of 280,000 shares, was authorized by the Board on April 25, 2013, and approved by stockholders on June 27, 2013. An increase of 120,000 shares, to a total of 400,000 shares, together with amendments to and restatement of the 2011 Stock Incentive Plan, was authorized by the Board on March 3, 2015, and approved by stockholders on June 9, 2015. An increase of 100,000 shares, to a total of 500,000 shares, was authorized by the Board on April 1, 2016, and approved by the stockholders on June 9, 2016. An increase of 400,000 shares, to a total of 900,000, was authorized by the Board on March 30, 2017, and approved by the stockholders on June 8, 2017. An increase of 400,000 shares, to a total of 1,300,000, was authorized by the Board on April 5, 2018, and approved by the stockholders on June 26, 2018. An increase of 400,000 shares, to a total of 1,700,000, was authorized by the Board on March 24, 2020, and approved by the stockholders on June 25, 2020. An increase of 600,000 shares, to a total of 2,300,000, was authorized by the Board on June 10, 2022, and approved by the stockholders on June 24, 2022. An increase of 1,000,000 shares, to a total of 3,300,000, was authorized by the Board on May 15, 2023, and approved by the stockholders on June 20, 2023. An increase of 1,000,000 shares, to a total of 4,300,000, was authorized by the Board on May 13, 2024, and approved by the stockholders on June 27, 2024. Additionally, 39,547 shares have been available under the 2011 Stock Incentive Plan upon reversion from its predecessor plan, our 2005 Stock Plan (the “Prior Plan”). All of the delivered shares under restricted stock units are no longer available for issuance, and shares under restricted stock units that have vested but not been delivered are no longer available for issuance unless the restricted share units are forfeited by reason of termination for cause.

Reasons for Amendment. As of June 20, 2025, there were only 232,388 shares available for future grants of awards under the 2011 Stock Incentive Plan. The Board believes that it will not be able to continue carrying out the purposes of the 2011 Stock Incentive Plan for the need fiscal year unless additional stock becomes available for issuance.

By reserving an additional 3,000,000 shares for issuance under the 2011 Stock Incentive Plan, a total of 3,223,538 shares will be available for future issuance. We expect that the shares authorized for issuance under the 2011 Stock Incentive Plan will meet our equity compensation needs for at least the next year.

The Board considers equity-based compensation an essential tool to attract, motivate and retain our officers, key employees and directors and to align their interests with the interests of our stockholders. If we are unable to grant equity awards in the future, we may be required to increase the cash component of our compensation mix, which would inhibit our ability to meet our compensation objectives, including aligning our executives’ and directors’ interests with the interests of our stockholders and motivating our executives over a long-term horizon. As a result, the Board believes that it is in the best interests of the Company and its stockholders for our stockholders to approve the amendment to the 2011 Stock Incentive Plan. In determining the number of additional shares to reserve for issuance under the amended 2011 Stock Incentive Plan, our Board considered our burn rate (see below), the potential dilution resulting from the proposed increase (see below), and advice provided by the compensation committee’s independent compensation consultant.

Burn Rate. A key equity metric utilized by the Board in determining awards under the 2011 Stock Incentive Plan is our “burn rate,” which is generally the total number of shares we award pursuant to the 2011 Stock Incentive Plan each year relative to our weighted average number of shares of Common Stock outstanding. As noted above, our Board considered our burn rate in determining the number of additional shares to reserve for issuance under the 2011 Stock Incentive Plan. The following table shows our use of equity under the 2011 Stock Incentive Plan during the last three fiscal years:

Overhang. Overhang measures the dilutive impact of equity programs. Our overhang is equal to the number of shares of our Common Stock subject to outstanding equity awards plus the number of shares available to be granted, divided by the total shares of Common Stock outstanding. The 3,000,000 shares of Common Stock being requested under the 2011 Plan would bring our aggregate overhang in 2025 to approximately 14.2%.

As of June 20, 2025, there were 2,240,252 shares subject to issuance upon exercise of outstanding options under all of our equity compensation plans referred to in the table below, at a weighted average exercise price of $6.04, and with a weighted average remaining life of 7.3 years. There were a total of 1,139,313 shares subject to outstanding restricted stock unit awards. As of June 20, 2025, there were 232,388 shares available for future issuance under the 2011 Stock Incentive Plan, which is the only equity compensation plan for which any shares are available for future issuance.

 Plan Highlights. The 2011 Stock Incentive Plan authorizes the grant of equity-based and cash-based compensation to our key employees, consultants and non-employee directors in the form of stock options, stock appreciation rights (“SARs”), restricted shares, restricted stock units, other share-based awards and cash-based awards. Some of the key features of the 2011 Stock Incentive Plan are highlighted below and are more fully described under the heading “Summary of the Plan.”

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR approval of an increase in Common Stock Available

for issuance under our 2011 Stock Incentive Plan.

[END OF ITEM SEVEN]

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ITEM EIGHT: TO APPROVE, ON A NON-BINDING, ADVISORY BASIS THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In addition to holding a say-on-pay advisory vote on executive compensation (see Item Nine below), we are seeking an advisory, non-binding vote regarding the frequency of future advisory say-on-pay votes as required by Section 14A of the Securities Exchange Act of 1934, as amended, known as a “say-on-frequency” advisory vote. Stockholders will be able to vote that we hold the say-on-pay advisory vote at a frequency of every year, every two years, or every three years.  The approval of this Item Eight requires the affirmative vote of a majority of the votes cast by stockholders entitled to vote.  Abstentions and broker non-votes will have no effect on the outcome of this Item Eight.

The Board recommends that the say-on-pay advisory vote should occur annually. Although the effects of any changes in compensation policies or amounts may not be entirely apparent within the space of one year, we undergo the process of evaluating our policies and setting actual compensation every year, and we value the input of stockholders into that process. We can always ask the stockholders to change the frequency in the future if it becomes apparent that an annual vote is unduly burdensome or not meaningful, or for reasons that have yet to become evident, is not in accordance with best corporate governance practices.

The frequency (one year, two years or three years) that receives the highest number of votes cast by the stockholders will be deemed the frequency for the advisory say-on-pay vote preferred by the stockholders. Because your vote is advisory, the results will not be binding upon the Board. Although not binding, the Board values the opinions of our stockholders and will review and consider the outcome of the vote, along with other relevant factors, in evaluating the frequency of future advisory votes on executive compensation.

RECOMMENDATION OF THE BOARD

The Board recommends a vote for the option of ONE YEAR for the frequency of

holding future advisory votes on the compensation of the Company’s named executive officers.

[END OF ITEM EIGHT]

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ITEM NINE: TO APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Exchange Act, we are seeking an advisory, non-binding stockholder vote with respect to the compensation of our named executive officers listed in the Summary Compensation Table in the “Executive Compensation” section of this proxy statement (sometimes referred to as the “NEOs”) for the fiscal year ended June 30, 2024, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. This vote is commonly known as a “say-on-pay” advisory vote.  The approval of this Item Seven requires the affirmative vote of a majority of the votes cast by stockholders entitled to vote.  Abstentions and broker non-votes will have no effect on the outcome of this Item Seven.

The Board, consistent with the advisory vote of the stockholders at the 2019 annual meeting, has adopted an annual frequency for a say-on-pay advisory vote.

Our executive compensation program is based on pay for performance. Our NEOs are compensated based on advancing our product candidates, developing partnerships with pharmaceutical companies that add value to our product candidates, and seeking financing to support our development programs. We believe that our NEO compensation program aligns incentive compensation with the long-term interests of our stockholders. The Board encourages you to review the Executive Compensation section of this proxy statement, including the Compensation Discussion and Analysis, for additional details of our executive compensation program.

Discussions with investors who responded to our outreach efforts (and others with whom we had discussions) touched on several themes, including stockholders’ desires that a meaningful portion of long-term incentives be allocated to performance-based equity based on achieving longer-term performance goals closely linked to our business strategy. Consistent with discussions with investors both this past year and last year, changes to our executive compensation that were implemented in the last two fiscal years included a performance-based component.

We believe that NEO compensation for the fiscal year ended June 30, 2024, was effective in retaining and motivating our NEOs to work toward our annual and long-term goals, and well within the range of normal practices for companies of our size and in our industry. See “Compensation Discussion and Analysis” under the Executive Compensation section below. Our NEOs are compensated in accordance with three-year employment agreements that are designed to motivate our NEOs to achieve both annual and long-term financial, operational, and strategic objectives. See “Employment Agreements” under the Executive Compensation section below Accordingly, we ask for our stockholders to indicate their support for the compensation paid to our NEOs by voting FOR the following non-binding resolution at the meeting:

RESOLVED, that the stockholders approve the compensation of the named executive officers for the fiscal year ended June 30, 2024, listed in the Summary Compensation Table in the Executive Compensation section of the proxy statement, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion.

RECOMMENDATION OF THE BOARD

The Board recommends a vote FOR the approval of the compensation of the NEOs,

as stated in the above non-binding resolution.

[END OF ITEM NINE]

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following compensation discussion and analysis contains statements regarding future individual and corporate performance targets and goals. These targets and goals are disclosed and discussed in the context of Palatin’s compensation programs and should not be understood to be statements of management’s expectations or guidance.

This Compensation Discussion and Analysis describes the compensation program for our NEOs. During fiscal 2024, our NEOs were:

The material elements of our executive compensation program during fiscal 2024 are also described in this Compensation Discussion and Analysis, as well as an overview of our executive compensation philosophy and our related policies and practices.

Our Company

We are a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin peptide receptor systems. Our product candidates are targeted, receptor-specific therapeutics for the treatment of diseases with significant unmet medical need and commercial potential.

Melanocortin Receptor System. The melanocortin receptor (“MCr”) system has effects on food intake, metabolism, sexual function, inflammation, and immune system responses. There are five melanocortin receptors, MC1r through MC5r. Modulation of these receptors, through use of receptor-specific agonists, which activate receptor function, or receptor-specific antagonists, which block receptor function, can have significant pharmacological effects.

Our prior commercial product, Vyleesi®, was approved by the U.S. Food and Drug Administration (“FDA”) in June 2019 and was being marketed in the United States by AMAG Pharmaceuticals, Inc. (“AMAG”) for the treatment of hypoactive sexual desire disorder (“HSDD”) in premenopausal women pursuant to a license agreement between them for Vyleesi for North America, which was entered into on January 8, 2017 (the “AMAG License Agreement”). The AMAG License Agreement was terminated effective July 24, 2020, and we commenced marketing Vyleesi in North America. As disclosed in Note 5 to the Consolidated Financial Statements, effective December 19, 2023, Cosette acquired all rights to Vyleesi.

Our new product development activities focus on obesity, including co-administration of bremelanotide with tirzepatide, a GLP-1 agonist for treatment of obesity, which has completed Phase 2 in the fourth quarter of calendar year 2024, with topline results expected in the first quarter of calendar year 2025 announced in March 2025, in which co-administration demonstrated an increased weight loss over tirzepatide alone; and secondarily on ocular indications, including PL9643, an ophthalmic peptide solution for dry eye disease (“DED”), which completed Phase 3 clinical trials and announced top line results from the first Phase 3 clinical trial in the first quarter of calendar year 2024; ulcerative colitis, including PL8177, an oral peptide formulation, which entered Phase 2 ulcerative colitis clinical trials in the third quarter of calendar year 2022 and announced topline results in March 2025, with one-third of patients dosed with PL8177 achieving clinical remission while the placebo group saw no clinical remission is expected to report topline results later this quarter. We are actively engaged in discussions with potential partners and licensees that have the financial and operational resources to progress our products for ocular conditions through development, approval and commercialization.

Pipeline Overview

The following chart illustrates the status of our drug development programs.

Our Strategy

Key elements of our business strategy include:

Financial Highlights

Executive Compensation Highlights

Advisory Vote to Approve Named Executive Officer Compensation. At our last annual meeting of stockholders in June 2024, our non-binding stockholder advisory vote to approve the compensation of our NEOs (commonly known as a “Say-on-Pay” vote) was supported by approximately 58% 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.

The compensation committee and Board also reviewed our existing compensation practices, and intend to continue the following policies and practices:

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:

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.

EXECUTIVE OFFICERS

Executive officers are appointed by the Board and serve at the discretion of the Board. Each officer holds his position until his successor is appointed and qualified. The current executive officers hold office under employment agreements.

Additional information about Dr. Spana is included above under the heading “Item One: Election of Directors.”

STEPHEN T. WILLS, age 68, 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 Plc, 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.

Fiscal 2024 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 2024 and fiscal 2023. We have no defined benefit or actuarial pension plan, and no deferred compensation plan.

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

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:

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.

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 79,000 time-based restricted stock units and 79,000 performance-based restricted stock units to Dr. Spana, and 69,000 time-based restricted stock units and 69,000 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 113,500 time-based stock options to Dr. Spana and 99,000 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 4, 2024, we granted 113,500 performance-based stock options to Dr. Spana and 99,000 performance-based stock options to Mr. Wills which vest based on annual performance criteria relating to corporate objectives, including stock appreciation and advancement of development programs. The options have an exercise price of $1.83, the fair market value of the common stock on the date of grant, and they expire on June 4, 2034. The 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.

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. 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.

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. Spana and Mr. Wills which continue through June 30, 2025 unless terminated earlier. Under these agreements Dr. Spana is serving as Chief Executive Officer and President at an initial base salary of $700,000 per year and Mr. Wills is serving as Chief Financial Officer and Chief Operating Officer at an initial base salary of $650,000 per year. Each agreement also provides for:

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.

Outstanding Equity Awards at 2024 Fiscal-Year End

The following table summarizes all of the outstanding equity-based awards granted to our NEOs as of June 30, 2024, the end of our fiscal year.

Pay Versus Performance Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our CEO and our CFO and certain financial performance of the Company for each of the Fiscal Years ended June 30, 2022, 2023 and 2024.

Compensation actually paid to our CEO represents the total compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

Compensation actually paid to our CFO represents the total compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

Relationship Between Financial Performance Measures

In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Compensation Actually Paid and Cumulative Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our cumulative TSR for each of the years presented:

Compensation Actually Paid and Net Loss

The following chart sets forth the relationship between compensation actually paid to the PEO and the NEO, compared to our net loss reported in our most recent 10-K filings for each of the years presented:

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.

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

A “change in control” occurs when:

The term “cause” means:

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:

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our securities to file reports of beneficial ownership and changes in beneficial ownership with the SEC. These officers, directors and stockholders are required by regulations under the Exchange Act to furnish us with copies of all forms they file under Section 16(a).

Based solely upon a review of reports provided to us by our officers and directors, we believe that, during the fiscal year ended June 30, 2024, no person required to file reports under Section 16(a) of the Exchange Act failed to file such reports on a timely basis during such fiscal year.

BENEFICIAL OWNERSHIP OF MANAGEMENT AND OTHERS

The tables below show the beneficial stock ownership and voting power, as of the Record Date, of:

“Beneficial ownership” here means direct or indirect voting or dispositive power over outstanding stock and stock that a person has the right to acquire now or within 60 days after the Record Date. 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 dispositive power over all shares listed.

The Common Stock has one vote per share, the Series A Convertible Preferred Stock has approximately 3.09 votes per share of Series A Convertible Preferred Stock and the Series D Convertible Preferred Stock has approximately 909.09 votes per share of Series D Convertible Preferred Stock .

Under our Insider Trading and Securities Law Compliance Policy, employees, 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., 11 Deer Park Drive, Suite 204, Monmouth Junction, New Jersey 08852. Addresses of other beneficial owners are in the applicable table.

MANAGEMENT:

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*Less than one percent.

MORE THAN 5% BENEFICIAL OWNERS: