Item 1.01 Entry into a Material Definitive
Agreement.
On December 1, 2016 Palatin Technologies, Inc.
(the “
Company
”) entered into an underwriting agreement
(the “
Underwriting
Agreement
”) with
Canaccord Genuity Inc., on behalf of itself and as representative
of the underwriters named therein (the “
Underwriters
”), relating to the public offering (the
“
Offering
”) of Series A Units consisting of
25,384,616 shares of its common stock and warrants to purchase
12,692,310 shares of its common stock for a $16.5 million aggregate
principal amount. Each Series A Unit consists of (i) one share of
the Company’s common stock, par value $0.01 per share
(“
Common Stock
”), and (ii) one Series J Warrant to
purchase 0.50 of a share of Common Stock (the
“
Series J
Warrants
”).
The
Series A Units will be sold at a price to the public of $0.65 per
unit. The net proceeds to the Company from the sale of the Series A
Units, after deducting the Underwriters’ discounts and
commissions and other estimated offering expenses payable by the
Company, are expected to be approximately $15.4 million. The
Offering is expected to close on or about December 6, 2016, subject
to the satisfaction of customary closing conditions.
The
Series J Warrants are immediately exercisable at an exercise price
of $0.80 per share, subject to adjustment, and expire five years
from the date of issuance. The Series J Warrants are subject to a
limitation on exercise if the holder and its affiliates would
beneficially own more than either 4.99% or 9.99%, at the election
of the holder on initial issuance, of the total number of shares of
our Common Stock of the Company.
The
foregoing descriptions of the Underwriting Agreement and the Series
A Units are not complete and are qualified in their entireties by
reference to the full text of the Underwriting Agreement and the
form of Series J Warrant, copies of which are filed as Exhibit 1.1
and Exhibit 4.1, respectively, to this report and are incorporated
by reference herein.
The
Series A Units are being offered and sold pursuant to a prospectus,
dated August 18, 2015; a preliminary prospectus supplement relating
to the Series A Units, dated November 30, 2016; and a prospectus
supplement relating to the Series A Units, dated December 1, 2016,
in connection with a takedown from the Company’s shelf
registration statement on Form S-3 (File No. 333-206047), declared
effective by the United States Securities and Exchange Commission
on August 18, 2015.
Item 8.01
Other Events.
On
November 30, 2016, the Company issued a press release announcing
the commencement of the Offering. On December 1, 2016, the Company
issued a press release announcing the pricing of the Offering.
Copies of the press releases are filed as Exhibit 99.1 and 99.2,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits:
|
Underwriting Agreement, dated December 1, 2016, by and between
Palatin Technologies, Inc. and Canaccord Genuity Inc., on behalf of
itself and as representative of the underwriters named
therein.
|
4.1
|
Form of Series J Warrant.
|
|
Opinion of Thompson Hine LLP, dated December 1, 2016.
|
23.1
|
Consent of Thompson Hine LLP (included in Exhibit 5.1
above).
|
|
Press Release, dated November 30, 2016.
|
|
Press Release, dated December 1, 2016.
|