Full Press Release Details
PALATIN TECHNOLOGIES, INC. 8-K
RELEASE JULY 2, 2012 at 4:30 p.m. ET
Technologies, Inc. Announces Pricing of
Million Private Placement of Common Stock and Warrants
NJ - July 2, 2012 - Palatin Technologies, Inc. (NYSE MKT: PTN) today announced that it
has entered into a definitive securities agreement and priced a private placement of 3,873,000 shares of its common stock, Series
A warrants to purchase 31,988,151 shares of its common stock, and Series B warrants to purchase 35,488,380 shares of its common
stock. Funds under the management of QVT Financial LP have agreed to pay $0.50 for each share of common stock and $0.49 for each
Series A warrant and each Series B warrant, resulting in gross proceeds to Palatin of $35,000,000, with net proceeds, after deducting
estimated offering expenses, of approximately $34,500,000.
private placement is expected to close on or about July 5, 2012, subject to customary closing conditions.
intends to use the proceeds from this offering for general corporate purposes and working capital, including its clinical
trial program with bremelanotide for female sexual dysfunction, preclinical and clinical development of its melanocortin receptor-1
peptide program, preclinical and clinical development of its PL-3994 program and preclinical and clinical development of other
Series A and Series B warrants are exercisable at an initial exercise price of $0.01 per share. The Series A warrants are exercisable
immediately upon issuance and expire on the tenth anniversary of the date of issuance. The Series B warrants are also exercisable
immediately upon issuance, but only if Palatin's stockholders increase the number of its authorized shares of common stock,
and expire on the tenth anniversary of the date of the increase in the number of authorized shares. Both the Series A warrants
and the Series B warrants are subject to limitation on exercise if the holder and its affiliates would beneficially own more than
9.99% of the total number of Palatin's shares of common stock following such exercise.
securities offered and to be sold by Palatin in the private placement have not been registered under the Securities Act
of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission ("SEC") or an applicable exemption from registration requirements.
Palatin has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock
issued in the private placement and issuable upon exercise of the Series A and Series B warrants.
press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such jurisdiction.
Palatin Technologies, Inc.
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.
about future expectations of Palatin Technologies, Inc., including statements about its development programs, proposed indications
for its product candidates, ability to obtain additional funding, the size and terms of any offering and all other statements
in this document other than historical facts, 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.
Palatin's actual results may differ materially from those discussed in the forward-looking statements for various reasons,
including, but not limited to Palatin's ability to complete this offering, fund development of its technology, ability to
establish and successfully complete clinical trials and pre-clinical studies and the results of those trials and studies, dependence
on its partners for certain development activities, need for regulatory approvals and commercial acceptance of its products, ability
to protect its intellectual property, and other factors discussed in the 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.
Technologies Investor Inquiries:
Vice President / CFO / COO
(609) 495-2200/info@palatin.com
Technologies Media Inquiries:
Noensie, Burns McClellan
President, Investor Relations
(212) 213-0006/cnoensie@burnsmc.com