Blueprint
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): September 7,
2017
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
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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:
[ ] 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))
Indicate
by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d)
On September 7, 2017, the Board of
Directors (the “Board”) of Palatin Technologies, Inc.
(“Palatin” or the “Company”) appointed Anthony M. Manning, Ph.D., to
the Board, effective September 7, 2017, and concurrently fixed the
number of members of the Board at eight. Mr. Manning will hold
office until the date of the Company’s next annual meeting of
stockholders, or until his earlier death, resignation or removal.
The Board has determined that Mr. Manning satisfies the definition
of “independent” director, including, without
limitation, the applicable requirements of the NYSE MKT Listing
Rules and the Securities Exchange Act of 1934, as amended. The
committee or committees of the Board to which Mr. Manning will be
appointed has not been determined.
The Board granted Mr. Manning an initial
restricted stock unit award for 54,000 shares of Palatin’s
common stock, par value 0.01 per share (the
“common
stock”), and an initial
stock option award for 54,000 shares of Palatin common stock
exercisable at $0.50 per share, each of which vest ratably over
four years in annual installments. As a non-employee director, Mr.
Manning will receive compensation in the same manner as the
Company’s other non-employee directors, including an annual
retainer of $40,000 for service on the Board.
There are no arrangements or understandings
between Mr. Manning and any other person pursuant to which he was
appointed as a member of the Board. There are no family
relationships between Mr. Manning, on the one hand, and any director,
executive officer or any other person nominated or chosen by the
Company to become a director or executive officer, on the other.
There are no related person transactions (within the meaning of
Item 404(a) of Regulation S-K promulgated by the U.S. Securities
and Exchange Commission) between Mr. Manning and the
Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release, dated September 12, 2017.
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: September 12, 2017
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By:
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/s/ Stephen T.
Wills
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Stephen T. Wills, CPA, MST
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Executive Vice President, Chief Financial
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Officer
and Chief Operating Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Press
release, dated September 12, 2017.
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