Palatin Technologies Inc美股招股说明书(2025-11-12版)

448,769 Shares of Common Stock2,430,769 Series J Common Warrants to Purchase Up to 2,430,769 Shares of Common Stock2,430,769 Series K Common Warrants to purchase up to 2,430,769 Shares of Common Stock1,982,000 Pre-Funded Warrants to Purchase Up to 1,982,000 Shares of Common Stock48,615 Underwriter Warrants to Purchase Up to 48,615 Shares of Common Stock2,430,769 Shares of Common Stock Underlying the Series J Common Warrants2,430,769 Shares of Common Stock Underlying the Series K Common Warrants1,982,000 Shares of Common Stock Underlying the Pre-Funded Warrants48,615 Shares of Common Stock Underlying the Underwriter’s Warrants This is a firm commitment public offering of 448,769 shares of our common stock, par value $0.01 (the “Common Stock”), togetherwith Series J common stock purchase warrants (the “Series J Common Warrants”) to purchase up to 2,430,769 shares of our CommonStock and Series K common stock purchase warrants (the “Series K Common Warrants” and together with the Series J CommonWarrants, the “Common Warrants”) to purchase up to 2,430,769 shares of our Common Stock. Each share of Common Stock, or a pre-funded warrant in lieu thereof, is being sold together with a Series J Common Warrant to purchase one share of Common Stock and aSeries K Warrant to purchase one share of Common Stock. The shares of Common Stock and Common Warrants are immediatelyseparable and will be issued separately in this offering, but must be purchased together in this offering. The combined public offering price for each share of Common Stock and accompanying Common Warrants is $6.50 per share ofCommon Stock and accompanying Common Warrants. Each Series J Common Warrant will have an exercise price of $6.50 per shareand will be immediately exercisable. Each Series K Common Warrant will have an exercise price of $8.125 per share and will beimmediately exercisable. The Series J Common Warrants will expire on the earlier of (i) the eighteen (18) month anniversary of theoriginal issuance date or (ii) on the 31st calendar day following the date that we inform the holder of the Series J Common Warrant thatwe received the U.S. Food and Drug Administration (“FDA”) acceptance of the Company’s Investigational New Drug (“IND”) for anin-house MC4 receptor agonist obesity treatment compound (long-acting peptide or oral small molecule) (the “FDA Exercise Period”).The Series K Common Warrants will expire on the five (5)-year anniversary of the original issuance date, however, if a holder’s SeriesJ Common Warrants have not been terminated in accordance with their terms prior to the expiration of the FDA Exercise Period, suchholder’s Series K Common Warrants will terminate automatically upon the earlier of the (i) eighteen (18)-month anniversary of theoriginal issuance date of the Series J Common Warrant or (ii) the expiration of the FDA Exercise Period and prior to the five (5)-yearanniversary of the issuance of the Series K Common Warrant. The terms of the Common Warrants will be extended in the event thereis no effective registration statement or prospectus related to the Common Warrants and shares of common stock underlying theCommon Warrants for an additional 30 day period following the FDA Exercise Period once an effective registration statement orprospectus is available. We are also offering 1,982,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of up to 1,982,000 shares ofCommon Stock to certain purchasers whose purchase of shares of Common Stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of thepurchaser, 9.99%) of our outstanding Common Stock immediately following the consummation of this offering, in lieu of shares ofCommon Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of thepurchaser, 9.99%) of our outstanding Common Stock. The public offering price of each Pre-Funded Warrant and accompanyingCommon Warrants will be equal to the price at which one share of Common Stock and accompanying Common Warrants are sold tothe public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant will be $0.0001 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercisedin full. The Pre-Funded Warrants and Common Warrants are immediately separable and will be issued separately in this offering, butmust be purchased together in this offering. We have engaged A.G.P./Alliance Global Partners (“A.G.P.”) and Laidlaw & Company (UK) Ltd. (“Laidlaw” and together withA.G.P., the “Underwriters”), to act as our Underwriters, whereby A.G.P. is serving as sole book-running manager and Laidlaw as leadmanager in connection with this offering. The re-listing of the Company’s Common Stock on the NYSE American LLC (“NYSEAmerican