Palatin Technologies Inc美股招股说明书(2025-05-08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 Common Common 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 GCommon Warrant, they will receive a Series H Common Warrant (the “Series H Common Warrants”). Each Series H CommonWarrant will have an exercise price of $0.225 per share, will be immediately exercisable and will expire on the 24 month anniversaryof the original issuance date.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 as agreement 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 willsettle delivery versus payment (“DVP”)/receipt versus payment (“RVP”). That is, on the closing date, we will issue the shares ofCommon Stock directly to the account(s) at the Placement Agents identified by each purchaser; upon receipt of such shares, thePlacement Agents shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by i offering 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 Common 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, orany other trading system.INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS ANDUNCERTAINTIESDESCRIBED UNDER THE HEADING“RISK FACTORS”BEGINNING ON PAGE 7 OF THISPROSPECTUS AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BYREFERENCE INTO THIS PROSPECTUS. CommonStockandAccompanyi WarrantsTotalPublic offering price(1)$0.15$1,098,617.8 Proceeds to us, before expenses$0.1395$1,021,714.6 Co- Placement Agent The date of this prospectus is May 6, 2025 ABOUT THIS PROSPECTUSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTION INFORMATION WE INCORPORATE BY REFERENCE statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and otherfactors which may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but arenot limited to, statements about: ●our significant operating losses since our inception and our need to obtain additional financing has caused management todetermine there is substantial doubt regarding our ability to continue as a going concern; ●our ability to obtain additional financing on terms acceptable to us, or at all, including unavailability of funds or delays i