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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act Of
1934
Date of
Report (Date of earliest event reported): April 20,
2018
Palatin Technologies, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-15543
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95-4078884
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(State
or other jurisdiction
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(Commission
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(IRS
employer
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of
incorporation)
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File
Number)
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identification
number)
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4B Cedar Brook Drive, Cranbury, NJ
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08512
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (609) 495-2200
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On
April 20, 2018, Palatin Technologies, Inc. (the “Company”) entered into an equity
distribution agreement (the “Equity Distribution Agreement”)
with Canaccord Genuity LLC (“Canaccord”), pursuant to which the
Company may, from time to time, sell shares of the Company’s
common stock, par value $0.01 per share (the “Shares”), having an aggregate
offering price of up to $25,000,000 through Canaccord, as the
Company’s sales agent.
The
Shares will be offered and sold by the Company pursuant to its
previously filed and currently effective Registration Statement on
Form S-3 (Reg. No. 333-206047) (the “Registration Statement”). The
Shares may only be offered and sold by means of a prospectus,
including a prospectus supplement, forming part of the effective
Registration Statement. Sales of the common stock, if any, will be
made at market prices by methods deemed to be an “at-the
market-offering” as defined in Rule 415 promulgated under the
Securities Act of 1933, as amended, including sales made directly
on the NYSE American, on any other existing trading market for the
common stock, or to or through a market maker other than on an
exchange.
We will
pay Canaccord a commission rate of 3.0% of the gross proceeds from
the sales of common stock sold pursuant to the terms of the Equity
Distribution Agreement. The Equity Distribution Agreement also
contains, among other things, customary representations, warranties
and covenants by the Company and indemnification obligations of the
Company and Canaccord as well as certain termination rights for
both the Company and Canaccord. The Company has no obligation to
sell any Shares under the Equity Distribution Agreement, and may at
any time suspend solicitation and offers under the Equity
Distribution Agreement.
The
foregoing description of the Equity Distribution Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full Equity Distribution Agreement, a copy of
which is attached hereto as Exhibit 1.1 and is incorporated by
reference herein.
This
Current Report on Form 8-K does not constitute an offer to sell the
Shares or a solicitation of an offer to buy the Shares, nor shall
there be any sale of the Shares in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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Equity
Distribution Agreement, dated April 20, 2018, between Palatin
Technologies, Inc. and Canaccord Genuity LLC
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Opinion
of Thompson Hine LLP, dated April 20, 2018.
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23.1
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Consent
of Thompson Hine LLP (including in Exhibit 5.1 above).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PALATIN
TECHNOLOGIES, INC.
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Date:
April 20, 2018
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By:
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/s/
Stephen T. Wills
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Stephen
T. Wills, CPA, MST
Executive
Vice President, Chief Financial Officer and Chief Operating
Officer
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EXHIBIT INDEX
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Equity
Distribution Agreement, dated April 20, 2018, between Palatin
Technologies, Inc. and Canaccord Genuity LLC
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Opinion
of Thompson Hine LLP, dated April 20, 2018.
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23.1
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Consent
of Thompson Hine LLP (including in Exhibit 5.1 above).
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