8-K

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): February 18, 2014

Palatin Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15543	95-4078884
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	File Number)	identification number)

4B Cedar Brook Drive, Cranbury, NJ	08512
(Address of principal executive offices)	(Zip Code)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 18, 2014, we issued a press release including results for our second quarter ended December 31, 2013, and announcing a teleconference and webcastto be held February 18, 2014 at 11:00 a.m. Eastern Time, which will include a discussion on results of operations in greater detail and an update on corporate developments. We have attached a copy of the press release as an exhibit to this report.

The information in this Item 2.02 and the corresponding information in the attached Exhibit 99 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 2.02 and the corresponding information in the attached Exhibit 99 shall not be incorporated into any registration statement or other document filed with the Securities and Exchange Commission by the company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99	Press Release dated February 18, 2014

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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.

	PALATIN TECHNOLOGIES, INC.
Date: February 18, 2014	By:	/s/ Stephen T. Wills
		Stephen T. Wills, CPA, MST Executive Vice President, Chief Financial Officer and Chief Operating Officer

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EXHIBIT INDEX

Exhibit No.	Description
99	Press Release dated February 18, 2014

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EX-99

Exhibit 99

FOR RELEASE February 18, 2014 at 7:30 a.m. ET

Palatin Technologies, Inc. Reports Second Quarter Fiscal Year 2014 Results; Teleconference and Webcast to be held on February 18, 2014

CRANBURY, NJ – February 18, 2014 – Palatin Technologies, Inc. (NYSE MKT: PTN), a biopharmaceutical company developing targeted, receptor-specific peptide therapeutics for the treatment of diseases with significant unmet medical need and commercial potential, today announced results for its second quarter ended December 31, 2013.

Recent Highlights

Pivotal Phase 3 clinical trials of bremelanotide for Female Sexual Dysfunction (FSD) are anticipated to start in the first half of calendar year 2014.

In January 2014, receipt of $1.85 million in net proceeds from the sale of New Jersey state net operating loss carryforwards (NJNOLs), which will result in the recognition of $1.85 million in tax benefits for the three months ending March 31, 2014.

The Company obtained patents during the quarter:

U.S. Patent 8,580,746, entitled “Amide Linkage Cyclic Natriuretic Peptide Constructs” issued November 12, 2013, has composition of matter claims to a novel series of mimetics of atrial natriuretic peptide; and

U.S. Patent No. 8,580,747, entitled “Cyclic Natriuretic Peptide Constructs” issued November 12, 2013, has composition of matter claims relating to our PL-3994 natriuretic peptide receptor-A agonist for treatment of cardiovascular and pulmonary indications.

Second Quarter Fiscal 2014 Financial Results

Palatin reported a net loss of $3.6 million, or $(0.03) per basic and diluted share, for the quarter ended December 31, 2013, compared to a net loss of $1.7 million, or $(0.02) per basic and diluted share, for the same period in 2012.

The increase in net loss for the quarter ended December 31, 2013, compared to the same period last fiscal year, is primarily attributable to the recognition of $1.8 million in tax benefits in the quarter ended December 31, 2012.

REVENUE

There were no revenues recorded in the quarter ended December 31, 2013, compared to $6,555 for the same period in 2012.  Revenue consisted entirely of reimbursement of development costs and per-employee compensation earned at the contractual rate pursuant to Palatin’s license agreement with AstraZeneca.

COSTS AND EXPENSES

Total operating expenses for the quarter ended December 31, 2013 were $3.6 million compared to $3.4 million for the comparable quarter of 2012.  The increase in operating expenses for the quarter was primarily due to higher period costs related to Palatin’s bremelanotide for FSD program.

CASH POSITION

Palatin’s cash, cash equivalents and short-term investments were $18.2 million as of December 31, 2013, compared to $24.4 million at June 30, 2013, with current liabilities of $2.5 million as of December 31, 2013, net of unearned revenue of $1.0 million, compared to $2.1 million as of June 30, 2013.

Palatin believes its existing capital resources will be adequate to fund its currently planned operations, including submitting complete protocols for pivotal Phase 3 studies to the U.S. Food and Drug Administration (FDA) but not initiating patient enrollment, through at least March 31, 2015.

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CONFERENCE CALL / WEBCAST

Palatin will host a conference call and webcast on February 18, 2014 at 11:00 a.m. Eastern time to discuss the results of operations in greater detail and provide an update on corporate developments.  Individuals interested in listening to the conference call live can dial 1-888-389-5988 (domestic) or 1-719-325-2484 (international), pass code 9697588.  The webcast and replay can be accessed by logging on to the “Investor/Media Center-Webcasts” section of Palatin’s website at http://www.palatin.com. A telephone and webcast replay will be available approximately one hour after the completion of the call.  To access the telephone replay, dial 1-888-203-1112 (domestic) or 1-719-457-0820 (international), pass code 9697588.  The webcast and telephone replay will be available through February 25, 2014.

About Palatin Technologies, Inc.

Palatin Technologies, Inc. is a biopharmaceutical company developing targeted, receptor-specific peptide therapeutics for the treatment of diseases with significant unmet medical need and commercial potential. Palatin’s strategy is to develop products and then form marketing collaborations with industry leaders in order to maximize their commercial potential.  For additional information regarding Palatin, please visit Palatin’s website at www.palatin.com.

Forward-looking Statements

Statements in this press release that are not historical facts, including statements about future expectations of Palatin Technologies, Inc., such as statements about clinical trial results, potential actions by regulatory agencies including the FDA, regulatory plans, development programs, proposed indications for product candidates and market potential for product candidates, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995. Palatin intends that such forward-looking statements be subject to the safe harbors created thereby. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause Palatin’s actual results to be materially different from its historical results or from any results expressed or implied by such forward-looking statements. Palatin’s actual results may differ materially from those discussed in the forward-looking statements for reasons including, but not limited to, results of clinical trials, regulatory actions by the FDA and the need for regulatory approvals,

Palatin’s ability to fund development of its technology and establish and successfully complete clinical trials, the length of time and cost required to complete clinical trials and submit applications for regulatory approvals, products developed by competing pharmaceutical, biopharmaceutical and biotechnology companies, commercial acceptance of Palatin’s products, and other factors discussed in Palatin’s periodic filings with the Securities and Exchange Commission. Palatin is not responsible for updating for events that occur after the date of this press release.

Palatin Technologies Investor Inquiries:                                                                           

Stephen T. Wills, CPA, MST                                                                

Chief Operating Officer / Chief Financial Officer                                                                                     

Tel: (609) 495-2200 / info@palatin.com                                                                           

Palatin Technologies Media Inquiries:

Paul Arndt, MBA, LifeSci Advisors, LLC

Managing Director

Tel: (646) 597-6992 / Paul@LifeSciAdvisors.com

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PALATIN TECHNOLOGIES, INC.

and Subsidiary

Consolidated Statements of Operations

(unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2013			2012			2013			2012
REVENUES:	$	-		$	6,555		$	-		$	10,361
OPERATING EXPENSES:
Research and development		2,630,368			2,445,770			6,079,508			4,789,083
General and administrative		980,070			1,001,538			2,023,580			2,062,554
Total operating expenses		3,610,438			3,447,308			8,103,088			6,851,637
Loss from operations		(3,610,438	)		(3,440,753	)		(8,103,088	)		(6,841,276	)
OTHER INCOME (EXPENSE):
Investment income		4,931			13,016			10,250			27,387
Interest expense		(954	)		(1,360	)		(2,805	)		(3,642	)
Increase in fair value of warrants		-			-			-			(7,069,165	)
Gain on disposition of supplies and equipment		-			-			-			4,620
Total other income (expense), net		3,977			11,656			7,445			(7,040,800	)
Loss before income taxes		(3,606,461	)		(3,429,097	)		(8,095,643	)		(13,882,076	)
Income tax benefit		-			1,753,208			-			1,753,208
NET LOSS	$	(3,606,461	)	$	(1,675,889	)	$	(8,095,643	)	$	(12,128,868	)
Basic and diluted net loss per common share	$	(0.03	)	$	(0.02	)	$	(0.08	)	$	(0.14	)
Weighted average number of common shares outstanding used in computing basic and diluted net loss per common share		106,668,186			106,424,443			106,638,953			89,046,806

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PALATIN TECHNOLOGIES, INC.

and Subsidiary

Consolidated Balance Sheets

(unaudited)

	December 31, 2013			June 30, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	16,681,727		$	19,167,632
Short-term investments		1,500,000			5,249,654
Prepaid expenses and other current assets		300,210			332,267
Total current assets		18,481,937			24,749,553
Property and equipment, net		216,086			266,415
Other assets		57,718			58,131
Total assets	$	18,755,741		$	25,074,099
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Capital lease obligations	$	8,115		$	19,909
Accounts payable		290,992			338,726
Accrued expenses		2,176,734			1,701,727
Unearned revenue		1,000,000			-
Total current liabilities		3,475,841			2,060,362
Deferred rent		16,851			35,460
Total liabilities		3,492,692			2,095,822
Stockholders’ equity:
Preferred stock of $0.01 par value – authorized 10,000,000 shares;
Series A Convertible; issued and outstanding 4,697 shares as of  December 31, 2013 and June 30, 2013		47			47
Common stock of $0.01 par value – authorized 300,000,000 shares;
issued and outstanding 39,191,655 shares as of  December 31, 2013 and 39,116,948 as of June 30, 2013, respectively		391,917			391,169
Additional paid-in capital		283,072,187			282,692,520
Accumulated deficit		(268,201,102	)		(260,105,459	)
Total stockholders’ equity		15,263,049			22,978,277
Total liabilities and stockholders’ equity	$	18,755,741		$	25,074,099

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