Palatin Technologies Inc. 美股招股说明书（2025年5月8日版）

We are offering on a reasonable best efforts basis 7,324,119shares of our common stock, par value $0.01 (the “Common Stock”),together with Series F common stock purchase warrants (the “Series F Common Warrants”) to purchase up to 7,324,119shares of ourCommon Stock and Series G common stock purchase warrants (the “Series G Common Warrants” and together with the Series FCommon Warrants, the “Common Warrants”) to purchase up to 7,324,119shares of our Common Stock. Each share of CommonStock, is being sold together with a Series F Common Warrant to purchase one share of Common Stock and a Series G Warrant topurchase one share of Common Stock. The shares of Common Stock and Common Warrants are immediately separable and will beissued separately in this offering, but must be purchased together in this offering. The combined public offering price for each share ofCommon Stock and accompanying Common Warrants is $0.15. Each Series F Common Warrant has an exercise price of $0.30 pershare and will be immediately exercisable. Each Series G Common Warrant will have an exercise price of $0.15 per share and will beimmediately exercisable. The Series F Common Warrants will expire on the five-year anniversary of the original issuance date,however, if a holder’s Series G Common Warrants are not exercised in full within 30 days after the Food and Drug Administration(“FDA”) acceptance of the Company’s Investigational New Drug (“IND”) for an in-house obesity treatment compound (long-actingpeptide or oral small molecule) (the “FDA Exercise Period”), such holder’s Series F Common Warrants will terminate automaticallyupon the expiration of the FDA Exercise Period and prior to the five-year anniversary of the issuance of the Series F CommonWarrant. The Series G Common Warrants will expire on the earlier of (i) the 24 month anniversary of the original issuance date or (ii)the expiration of the FDA Exercise. Additionally, in the event a holder of the Series G Common Warrant exercises their Series G We have engaged A.G.P./Alliance Global Partners (“A.G.P.”) and Laidlaw & Company (UK) Ltd. (“Laidlaw” and together withA.G.P., the “Placement Agents”), to act as our Placement Agents, whereby A.G.P. is serving as lead placement agent and Laidlaw asco-placement agent in connection with this offering. The Placement Agents have agreed to use their reasonable best efforts to arrangefor the sale of the securities offered in this offering. The Placement Agents are not purchasing or selling any of the securities we are The offering will terminate on May 30, 2025, unless (i) the closing occurs prior thereto or (ii) we decide to terminate the offering priorthereto (which we may do at any time in our discussion); however, the shares of our common stock underlying the Common Warrantswill be offered on a continuous basis pursuant to Rule415 under the Securities Act of 1933, as amended (the “Securities Act”). Weexpect to enter into a securities purchase agreement relating to the offering with those investors that choose to enter into such anagreement on the day that the registration statement of which this prospectus forms a part is declared effective and that the closing ofthe offering will end one trading day after we first enter into a securities purchase agreement relating to the offering.The offering will Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, we and the Placement Agents havenot made any arrangements to place investor funds in an escrow, trust or similar account. Because this is a best-efforts offering, thePlacement Agents do not have an obligation to purchase any securities, and, as a result, there is a possibility that we may not be able tosell the securities. There is no minimum offering requirement as a condition of closing of this offering. Because there is no minimumoffering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered hereby, which maysignificantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that wedo not sell an amount of securities sufficient to pursue our business goals described in this prospectus. In addition, because there is no Our Common Stock is listed on the NYSE American under the symbol “PTN.” On May 6, 2025, the last reported sale price of ourCommon Stock on the NYSE American was $0.17 per share. There is no established public trading market for the Common Warrantsand we do not expect such a market to develop. Without an active trading market, the liquidity of the Common Warrants will belimited. In addition, we do not intend to list the Common Warrants on the NYSE American, any other national securities exchange, or INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS ANDUNCERTAINTIESDESCRIBED UNDER THE HEADING“RISK FACTORS”BEGINNING ON PAGE 7 OF THIS NEITHER THE SECURITIES AND EXCHANGE COMMISSION