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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Palatin Technologies Inc New | AMEX:PTN | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.21 | 11.23% | 2.08 | 2.15 | 1.89 | 1.91 | 651,752 | 00:59:00 |
PALATIN TECHNOLOGIES, INC.
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
By order of the board of directors,
|
|
Stephen T. Wills, Secretary | |
April 22, 2016 |
Notice of Annual Meeting of Stockholders
|
1 | |
Voting Procedures and Solicitation
|
3 | |
Item One: Election of directors
|
8 | |
The Nominees
|
8 | |
Item Two: Ratification of appointment of KPMG LLP as our independent
registered public accounting firm
|
12 | |
Report of the audit committee
|
13 | |
Item Three: Approval of an increase in common stock available for issuance under our
2011 Stock Incentive Plan
|
15 | |
Item Four: Advisory approval of the compensation of our named executive officers
(“say-on-pay”)
|
26 | |
Corporate Governance
|
28 | |
Executive Officers
|
33 | |
Executive Compensation
|
34 | |
Stock Ownership Information
|
39 | |
Section 16(a) Beneficial Ownership Reporting Compliance
|
39 | |
Beneficial Ownership of Management and Others
|
39 | |
Certain Relationships and Related Transactions
|
42 | |
Other Items of Business
|
42 | |
Stockholder Proposals for Next Annual Meeting
|
42 |
●
|
By Internet – www.proxyvote.com.
If you have Internet access, you may transmit your voting instructions up until 11:59 p.m., Eastern Time, the day before the meeting date, that is, June 8, 2016. Go to www.proxyvote.com. You must have your proxy card or Notice in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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●
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By telephone – 1-800-690-6903.
You may vote using any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern Time, the day before the meeting date. Call 1-800-690-6903 toll free. You must have your proxy card or Notice in hand when you call this number and then follow the instructions.
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●
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By mail –
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided. If you did not receive a proxy copy, you may request proxy materials, including a proxy card, by following the instructions in the Notice.
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●
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voting again by proxy over the Internet or by telephone until 11:59 p.m. on June 8, 2016 (only your last Internet or telephone vote will be counted);
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●
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signing and returning another proxy card on a later date;
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●
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sending written notice of revocation or change to the Secretary at our offices, 4B Cedar Brook Drive, Cranbury, New Jersey 08512; or
|
●
|
informing the Secretary and voting in person at the meeting.
|
●
|
Common stock: 68,040,008 shares outstanding, one vote per share; and
|
●
|
Series A preferred stock: 4,030 shares outstanding with approximately 15.03 votes per share, a total of 60,592 votes.
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●
|
Item One
: Directors are elected by a plurality of votes cast, so the seven nominees receiving the most votes will be elected. Stockholders who do not wish to vote for one or more of the individual nominees may withhold their authority to vote in the manner provided on the proxy card or Internet or telephone voting systems. Brokerage firms do not have authority to vote customers’ unvoted shares held by firms in street name for the election of directors. As a result, any shares not voted by a beneficial owner will be treated as a broker non-vote. Such broker non-votes or abstentions will have no effect on the results of this vote.
|
●
|
Item Two
: Ratifying the appointment of our independent registered public accounting firm for the fiscal year ending June 30, 2016 requires a majority of the votes cast on that item. Brokerage firms have authority to discretionarily vote customers’ unvoted shares held in street name on this proposal. Abstentions and broker non-votes will count neither for nor against the proposal.
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●
|
Item Three
: Approval of the increase in common stock available for issuance under our 2011 Incentive Stock Plan requires a majority of the votes cast on that item. Broker non-votes will count neither for nor against ratification, while abstentions, under the rules of the principal exchange on which our common stock is listed, the NYSE MKT LLC (the “NYSE MKT”), will be considered as votes cast on the item, and thus count against the proposal.
|
●
|
Item Four
: Advisory approval of say-on-pay for named executive officers (yes or no) will be determined by which of the two choices receives the most votes. Abstentions and broker non-votes will count neither for nor against the proposal.
|
Name
|
Age
|
Position with Palatin
|
||
Carl Spana, Ph.D.
|
53
|
Chief executive officer, president and a director
|
||
John K.A. Prendergast, Ph.D. (3)
|
62
|
Director, chairman of the board of directors
|
||
Robert K. deVeer, Jr. (1) (2)
|
70
|
Director
|
||
J. Stanley Hull (1) (2)
|
63
|
Director
|
||
Alan W. Dunton, M.D. (1) (2)
|
61
|
Director
|
||
Angela Rossetti (1) (3)
|
63
|
Director
|
||
Arlene M. Morris (2) (3)
|
64
|
Director
|
●
|
The maximum number of shares that may be issued under the 2011 Plan is 12,500,000, plus the number of shares available to be granted under the Prior Plan on May 11, 2011, the date of the initial stockholder approval of the 2011 Plan, and shares which become available under the 2011 Plan if they are forfeited or otherwise become available under the Prior Plan on or after May 11, 2011.
|
●
|
The 2011 Plan does not permit what has been labeled by some stockholder groups as “liberal share counting” when determining the number of shares that have been granted. Only awards that are cancelled, forfeited or which are paid in cash can be added back to the share reserve.
|
●
|
The 2011 Plan is designed to allow awards made under the plan to qualify as “performance-based compensation” under Section 162(m) of the Code.
|
●
|
Dividends or dividend equivalents paid with respect to awards that vest based on the achievement of performance goals shall be accumulated until such award is earned, and the dividends or dividend equivalents shall not be paid if the performance goals are not satisfied.
|
●
|
The 2011 Plan prohibits the use of “discounted” stock options or stock appreciation rights.
|
●
|
The 2011 Plan prohibits the re-pricing of stock options and stock appreciation rights without stockholder approval.
|
●
|
Any awards granted under the 2011 Plan are subject to forfeiture or repayment if a participant has engaged in detrimental activity (as described below). Awards may also be subject to forfeiture or repayment pursuant to the terms of any compensation recovery policy adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act or any rules issued by the SEC or the NYSE MKT.
|
●
|
the maximum aggregate number of shares that may be subject to stock options or stock appreciation rights granted in any calendar year to any one participant is 750,000 shares,
|
●
|
the maximum aggregate number of shares of restricted shares and shares subject to restricted share units granted in any calendar year to any one participant is 750,000 shares,
|
●
|
the maximum aggregate compensation that can be paid pursuant to other share-based awards or cash-based awards granted in any calendar year to any one participant is $750,000 or a number of shares having an aggregate fair market value not in excess of such amount, and
|
●
|
the maximum dividend equivalents that may be paid in any calendar year to any one participant is $100,000 or a number of shares having an aggregate fair market value not in excess of such amount.
|
●
|
an amendment to reduce the exercise price of any outstanding stock option or base price of any outstanding SAR;
|
●
|
the cancellation of an outstanding stock option or SAR and replacement with a stock option having a lower exercise price or with a SAR having a lower base price; and
|
●
|
the cancellation of an outstanding stock option or SAR and replacement with another award under the 2011 Plan.
|
Name and Position
|
Number of
option
shares
|
Number of
restricted
stock units
|
||||||
Carl Spana, Ph.D., chief executive officer, president and director
|
1,200,000 | 947,500 | ||||||
Stephen T. Wills, MST, CPA, chief financial officer, chief operating officer and executive vice president
|
1,055,000 | 865,000 | ||||||
John K.A. Prendergast, Ph.D., director and chairman of the board
|
261,250 | 140,000 | ||||||
Robert K. deVeer, Jr., director
|
152,500 | 70,000 | ||||||
Zola P. Horovitz, Ph.D., director
|
152,500 | 70,000 | ||||||
J. Stanley Hull, director
|
152,500 | 70,000 | ||||||
Alan W. Dunton, M.D., director
|
112,500 | 60,000 | ||||||
Angela Rossetti, director
|
65,000 | 50,000 | ||||||
Arlene Morris, director
|
20,000 | 40,000 | ||||||
TWO EXECUTIVE OFFICERS AS A GROUP:
|
2,255,000 | 1,812,500 | ||||||
SEVEN NON-EXECUTIVE DIRECTORS AS A GROUP:
|
916,250 | 500,000 | ||||||
NON-EXECUTIVE EMPLOYEES AS A GROUP:
|
1,126,800 | 741,942 |
Plan category
|
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average exercise price of outstanding options, warrants
and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities
reflected in column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
6,158,247 | (1) | $ | 1.46 | (2) | 3,255,866 | ||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
6,158,247 | 3,255,866 |
(1)
|
Consists of 4,641,100 options and 1,028,017 restricted stock units granted under our 2011 Stock Incentive Plan, 479,130 options granted under our 2005 Stock Plan and 10,000 options granted under our 1996 Stock Option Plan. Both our 2005 Stock Plan and 1996 Stock Option Plan have terminated, but termination does not affect awards that are currently outstanding under these plans. The shares subject to outstanding awards under the 2005 Stock Plan, if forfeited prior to exercise, will become available for issuance under the 2011 Stock Incentive Plan.
|
(2)
|
The amount in column (a) for equity compensation plans approved by security holders includes 1,028,017 shares reserved for issuance on vesting of outstanding restricted stock units, granted under our 2011 Stock Incentive Plan, which vest on various dates through June 11, 2019, subject to the fulfillment of service conditions. Because no exercise price is required for issuance of shares on vesting of the restricted stock units, the weighted-average exercise price in column (b) does not take the restricted stock units into account.
|
Plan category
|
Number of securities to be issued upon exercise of outstanding options,
warrants and rights
|
Weighted-average exercise price of outstanding options, warrants
and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities
reflected in column (a))
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation plans approved by security holders
|
8,213,582 | (1) | $ | 1.23 | (2) | 1,179,519 | ||||||
Equity compensation plans not approved by security holders
|
- | - | - | |||||||||
Total
|
8,213,582 | 1,179,519 |
(1)
|
Consists of 4,722,950 options and 3,054,442 restricted stock units granted under our 2011 Stock Incentive Plan and 436,190 options granted under our 2005 Stock Plan. Our 2005 Stock Plan has terminated, but termination does not affect awards that are currently outstanding under this plan. The shares subject to outstanding awards under the 2005 Stock Plan, if forfeited prior to exercise, will become available for issuance under the 2011 Stock Incentive Plan.
|
(2)
|
The amount in column (a) for equity compensation plans approved by security holders includes 3,054,442 shares reserved for issuance on vesting of outstanding restricted stock units, granted under our 2011 Stock Incentive Plan, which vest on various dates through January 11, 2020, subject to the fulfillment of service conditions. Because no exercise price is required for issuance of shares on vesting of the restricted stock units, the weighted-average exercise price in column (b) does not take the restricted stock units into account.
|
●
|
Base salary
. The employment agreement sets a base salary which reflects the market for executive talent in our industry at the time we entered into the agreement, along with each NEO’s experience and particular expertise, both in the industry and with Palatin. The fact that the employment agreements are for a term of three years gives us the opportunity to do a thorough re-evaluation of market conditions at reasonable intervals, and gives us and the NEO the opportunity to renegotiate any terms which experience has indicated ought to change.
|
●
|
Annual salary adjustment
. Each year the compensation committee evaluates whether the NEO’s salary is keeping pace with inflation and market conditions and adequately reflecting the NEO’s overall contributions to the company. This may result in a salary increase.
|
●
|
Annual discretionary bonus
. Each year the compensation committee evaluates the NEO’s contributions to annual operating results and achievement of annual objectives. This may result in a cash bonus.
|
●
|
Stock-based incentives
. Each year the compensation committee evaluates the non-cash portion of the NEO’s compensation, consisting of grants of stock options and restricted stock units. The stock-based compensation can vest over longer or shorter terms, usually from one to four years. Providing a significant portion of the NEO’s total compensation in the form of stock or stock options is intended to align the NEO’s motivation with long-term stock value. Our stock-based awards are simple and straightforward, just stock options and restricted stock units, the dollar value of which is set forth under Executive Compensation.
|
●
|
The audit committee assists the board in its oversight of the integrity of the financial reporting and our compliance with applicable legal and regulatory requirements. It also oversees our internal controls and compliance activities, and meets privately with representatives from our independent registered public accounting firm.
|
●
|
The compensation committee assists the board in its oversight of risk relating to compensation policies and practices. The compensation committee annually reviews our compensation policies, programs and procedures, including the incentives they create and mitigating factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to our company.
|
Name
|
Fees earned or paid in cash ($)
|
Stock awards ($) (2)
|
Option awards ($) (1) (2)
|
Total ($)
|
||||||||||||
John K.A. Prendergast, Ph.D.
|
90,500 | 43,200 | 27,969 | 161,669 | ||||||||||||
Perry B. Molinoff, M.D. (3)
|
49,000 | 11,700 | 34,552 | 95,252 | ||||||||||||
Robert K. deVeer, Jr.
|
57,500 | 21,600 | 13,984 | 93,084 | ||||||||||||
Zola P. Horovitz, Ph.D.
|
51,000 | 21,600 | 13,984 | 86,584 | ||||||||||||
Robert I. Taber, Ph.D. (3)
|
51,000 | 11,700 | 34,552 | 97,252 | ||||||||||||
J. Stanley Hull
|
45,000 | 21,600 | 13,984 | 80,584 | ||||||||||||
Alan W. Dunton, M.D.
|
56,000 | 21,600 | 13,984 | 91,584 | ||||||||||||
Angela Rossetti
|
43,000 | 21,600 | 13,984 | 78,584 | ||||||||||||
Arlene Morris (4)
|
- | 21,600 | 13,984 | 35,584 |
(1)
|
The aggregate number of shares underlying option awards and stock awards outstanding at June 30, 2015 for each director was:
|
Option awards
|
Stock awards
|
|||||||
Dr. Prendergast
|
318,350 | 40,000 | ||||||
Mr. deVeer
|
189,000 | 20,000 | ||||||
Dr. Horovitz
|
185,500 | 20,000 | ||||||
Mr. Hull
|
187,166 | 20,000 | ||||||
Dr. Dunton
|
112,500 | 20,000 | ||||||
Ms. Rossetti
|
65,000 | 20,000 | ||||||
Ms. Morris
|
20,000 | 20,000 |
(2)
|
Amounts in these columns represent the aggregate grant date fair value for stock awards and option awards computed using the Black-Scholes model. For a description of the assumptions we used to calculate these amounts, see Note 11 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (“our Annual Report”). Amounts in this column include options granted on June 11, 2015 for our current fiscal year ending June 30, 2016.
|
(3)
|
Drs. Molinoff and Taber ceased serving as directors effective June 11, 2015.
|
(4)
|
Ms. Morris was elected as a director effective June 11, 2015.
|
Name
|
Age
|
Position with Palatin
|
||
Carl Spana, Ph.D.
|
53
|
Chief executive officer, president and director
|
||
Stephen T. Wills, MST, CPA
|
59
|
Chief financial officer, chief operating officer, executive vice president, secretary and treasurer
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Stock
Awards (1) ($)
|
Option
Awards (1) ($)
|
Nonequity Incentive Plan Compensation (2)($)
|
All
Other
Compensation
(3)($)
|
Total
($)
|
|||||||||||||||||||
Carl Spana, Ph.D.,
|
2015 | 462,500 | 226,800 | 234,832 | 195,000 | 18,937 | 1,138,069 | |||||||||||||||||||
Chief Executive Officer and President | 2014 | 450,000 | 178,500 | 143,083 | 170,000 | 22,500 | 964,083 | |||||||||||||||||||
Stephen T. Wills, MST, CPA, | 2015 | 422,500 | 205,200 | 211,916 | 203,000 | 18,438 | 1,061,054 | |||||||||||||||||||
Chief Financial Officer, Chief Operating Officer and Executive Vice President | 2014 | 410,000 | 153,000 | 122,643 | 140,000 | 17,376 | 843,019 |
(1)
|
Amounts in these columns represent the aggregate grant date fair value for stock awards and option awards computed using the Black-Scholes model. For a description of the assumptions we used to calculate these amounts, see Note 11 to the consolidated financial statements included in our Annual Report.
|
(2)
|
Bonus amounts.
|
(3)
|
Consists of matching contributions to 401(k) plan.
|
●
|
annual discretionary bonus compensation, in an amount to be decided by the compensation committee and approved by the board, based on achievement of yearly performance objectives; and
|
●
|
participation in all benefit programs that we establish, to the extent the executive’s position, tenure, salary, age, health and other qualifications make him eligible to participate.
|
Option awards (1)
|
Stock awards (2)
|
||||||||||||||||||||||
Name
|
Option or
stock
award
grant
date
|
Number of
securities
underlying
unexercised
options
(#)
exercisable
|
Number of
securities
underlying
unexercised
options
(#)
unexercisable
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number of shares or units of stock that have not vested
(#)
|
Market value of shares or units of stock that have not vested
($) (3)
|
||||||||||||||||
Carl Spana
|
07/01/05
|
7,500 | - | 37.50 |
07/01/15
|
||||||||||||||||||
07/01/05
|
8,300 | - | 17.50 |
07/01/15
|
|||||||||||||||||||
10/06/06
|
12,500 | - | 24.90 |
10/06/16
|
|||||||||||||||||||
03/26/08
|
28,125 | - | 2.80 |
03/26/18
|
|||||||||||||||||||
03/26/08
|
4,687 | - | 5.00 |
03/26/18
|
|||||||||||||||||||
03/26/08
|
4,688 | - | 6.60 |
03/26/18
|
|||||||||||||||||||
07/01/08
|
25,000 | - | 1.80 |
07/01/18
|
|||||||||||||||||||
07/01/09
|
25,000 | - | 2.80 |
07/01/19
|
|||||||||||||||||||
06/22/11
|
300,000 | - | 1.00 |
06/22/21
|
|||||||||||||||||||
07/17/12
|
75,000 | 75,000 | 0.72 |
07/17/22
|
|||||||||||||||||||
06/27/13
|
137,500 | 137,500 | 0.62 |
06/27/23
|
|||||||||||||||||||
06/25/14
|
43,750 | 131,250 | 1.02 |
06/25/24
|
|||||||||||||||||||
06/25/14
|
87,500 | 77,875 | |||||||||||||||||||||
06/11/15
|
- | 300,000 | 1.08 |
06/11/25
|
|||||||||||||||||||
06/11/15
|
210,000 | 186,900 | |||||||||||||||||||||
Total Stock Awards
|
297,500 | $ | 264,775 | ||||||||||||||||||||
Stephen T. Wills
|
07/01/05
|
5,000 | - | 37.50 |
07/01/15
|
||||||||||||||||||
07/01/05
|
7,300 | - | 17.50 |
07/01/15
|
|||||||||||||||||||
10/06/06
|
10,000 | - | 24.90 |
10/06/16
|
|||||||||||||||||||
03/26/08
|
22,500 | - | 2.80 |
03/26/18
|
|||||||||||||||||||
03/26/08
|
3,750 | - | 5.00 |
03/26/18
|
|||||||||||||||||||
03/26/08
|
3,750 | - | 6.60 |
03/26/18
|
|||||||||||||||||||
07/01/08
|
20,000 | - | 1.80 |
07/01/18
|
|||||||||||||||||||
07/01/09
|
20,000 | - | 2.80 |
07/01/19
|
|||||||||||||||||||
06/22/11
|
250,000 | - | 1.00 |
06/22/21
|
|||||||||||||||||||
07/17/12
|
67,500 | 67,500 | 0.72 |
07/17/22
|
|||||||||||||||||||
06/27/13
|
125,000 | 125,000 | 0.62 |
06/27/23
|
|||||||||||||||||||
06/25/14
|
37,500 | 112,500 | 1.02 |
06/25/24
|
|||||||||||||||||||
06/25/14
|
75,000 | 66,750 | |||||||||||||||||||||
06/11/15
|
- | 270,000 | 1.08 |
06/11/25
|
|||||||||||||||||||
06/11/15
|
190,000 | 169,100 | |||||||||||||||||||||
Total Stock Awards
|
265,000 | $ | 235,850 |
(1)
|
Stock option vesting schedules: all options granted on or before June 22, 2011 have fully vested. Options granted after June 22, 2011 vest over four years with 1/4 of the shares vesting per year starting on the first anniversary of the grant date, provided that the named executive officer remains an employee. See “Termination and Change-In-Control Arrangements” below.
|
(2)
|
Stock award vesting schedule: stock awards consist of restricted stock units granted on June 25, 2014, which had not vested as of June 30, 2015, but will vest as to the remaining 50% on June 25, 2016; and restricted stock units granted on June 11, 2015, which will vest as to 50% on each of June 11, 2016 and June 11, 2017, provided that the named executive officer remains an employee. See “Termination and Change-In-Control Arrangements” below.
|
(3)
|
Calculated by multiplying the number of restricted stock units by $0.89, the closing market price of our common stock on June 30, 2015, the last trading day of our most recently completed fiscal year.
|
(a)
|
some person or entity acquires more than 50% of the voting power of our outstanding securities;
|
(b)
|
the individuals who, during any twelve month period, constitute our board of directors cease to constitute at least a majority of the board of directors;
|
(c)
|
we enter into a merger or consolidation; or
|
(d)
|
we sell substantially all our assets.
|
(a)
|
the occurrence of (i) the executive’s material breach of, or habitual neglect or failure to perform the material duties which he is required to perform under, the terms of his employment agreement; (ii) the executive’s material failure to follow the reasonable directives or policies established by or at the direction of our board of directors; or (iii) the executive’s engaging in conduct that is materially detrimental to our interests such that we sustain a material loss or injury as a result thereof, provided that the breach or failure of performance is not cured, to the extent cure is possible, within ten days of the delivery to the executive of written notice thereof;
|
(b)
|
the willful breach by the executive of his obligations to us with respect to confidentiality, invention and non-disclosure, non-competition or non-solicitation; or
|
(c)
|
the conviction of the executive of, or the entry of a pleading of guilty or nolo contendere by the executive to, any crime involving moral turpitude or any felony.
|
(a)
|
any material adverse change in the executive’s duties, authority or responsibilities, which causes the executive’s position with us to become of significantly less responsibility, or assignment of duties and responsibilities inconsistent with the executive’s position;
|
(b)
|
a material reduction in the executive’s salary;
|
(c)
|
our failure to continue in effect any material compensation or benefit plan in which the executive participates, unless an equitable arrangement has been made with respect to such plan, or our failure to continue the executive’s participation therein (or in a substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the executive’s participation relative to other participants;
|
(d)
|
our failure to continue to provide the executive with benefits substantially similar to those enjoyed by the executive under any of our health and welfare insurance, retirement and other fringe-benefit plans, the taking of any action by us which would directly or indirectly materially reduce any of such benefits, or our failure to provide the executive with the number of paid vacation days to which he is entitled; or
|
(e)
|
the relocation of the executive to a location which is a material distance from Cranbury, New Jersey.
|
●
|
each director, each nominee for director, each of the named executive officers, and all current directors and officers as a group; and
|
●
|
all persons who, to our knowledge, beneficially own more than five percent of our common stock or Series A preferred stock.
|
Class
|
Name of beneficial owner
|
Amount and nature of beneficial ownership
|
Percent
of class
|
Percent of total voting
power
|
||||||||||
Common
|
Carl Spana, Ph.D.
|
1,559,339 | (1) | 2.3 | % | * | ||||||||
Common
|
Stephen T. Wills
|
1,421,352 | (2) | 2.1 | % | * | ||||||||
Common
|
John K.A. Prendergast, Ph.D.
|
382,183 | (3) | * | * | |||||||||
Common
|
Robert K. deVeer, Jr.
|
252,393 | (4) | * | * | |||||||||
Common
|
Zola P. Horovitz, Ph.D.
|
227,333 | ( 5) | * | * | |||||||||
Common
|
J. Stanley Hull
|
223,333 | (6) | * | * | |||||||||
Common
|
Alan W. Dunton, M.D.
|
153,353 | (7) | * | * | |||||||||
Common
|
Angela Rossetti
|
98,333 | (8) | * | * | |||||||||
Common
|
Arlene M. Morris
|
38,333 | (9) | * | * | |||||||||
All current directors and executive officers as a group (nine persons)
|
4,355,952 | (10) | 6.1 | % | 1.8 | % |
(1)
|
Includes 768,750 shares of common stock underlying outstanding options, 186,250 shares of common stock underlying restricted stock unit awards and 50,000 shares of common stock underlying outstanding warrants, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(2)
|
Includes 661,250 shares of common stock underlying outstanding options, 170,000 shares of common stock underlying restricted stock unit awards and 50,000 shares of common stock underlying outstanding warrants, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(3)
|
Includes 310,416 shares of common stock underlying outstanding options and 40,000 shares of common stock underlying restricted stock unit awards, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(4)
|
Includes 185,333 shares of common stock underlying outstanding options and 20,000 shares of common stock underlying restricted stock unit awards, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(5)
|
Includes 181,833 shares of common stock underlying outstanding options and 20,000 shares of common stock underlying restricted stock unit awards, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(6)
|
Includes 181,833 shares of common stock underlying outstanding options and 20,000 shares of common stock underlying restricted stock unit awards, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(7)
|
Includes 110,833 shares of common stock underlying outstanding options and 20,000 shares of common stock underlying restricted stock unit awards, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(8)
|
Includes 63,333 shares of common stock underlying outstanding options and 20,000 shares of common stock underlying restricted stock unit awards, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(9)
|
Consists of 18,333 shares of common stock underlying outstanding options and 20,000 shares of common stock underlying restricted stock unit awards, but does not include shares of common stock underlying outstanding options or restricted stock unit awards that have not vested and will not vest within 60 days.
|
(10)
|
Includes 3,098,164 shares of common stock underlying outstanding options, restricted stock unit awards and warrants.
|
Class
|
Name and address of beneficial owner
|
Amount and nature of beneficial ownership (1)
|
Percent
of class
|
Percent of total voting
power
|
||||||||||
Common
|
QVT Financial LP
1177 Avenue of the Americas, 9th Floor
New York, New York 10036
|
6,998,641 | (2) | 9.9 | % | 7.3 | % | |||||||
Common
|
James E. Flynn
780 Third Avenue, 37th Floor
New York, NY 10017
|
4,733,815 | (3) | 6.7 | % | 2.9 | % | |||||||
Series A
Preferred
|
Steven N. Ostrovsky
43 Nikki Ct.
Morganville, NJ 07751
|
500 | 12.4 | % | * | |||||||||
Series A
Preferred
|
Thomas L. Cassidy IRA Rollover
38 Canaan Close
New Canaan, CT 06840
|
500 | 12.4 | % | * | |||||||||
Series A
Preferred
|
Jonathan E. Rothschild
300 Mercer St., #28F
New York, NY 10003
|
500 | 12.4 | % | * | |||||||||
Series A
Preferred
|
Arthur J. Nagle
19 Garden Avenue
Bronxville, NY 10708
|
250 | 6.2 | % | * | |||||||||
Series A
Preferred
|
Thomas P. and Mary E. Heiser, JTWROS
10 Ridge Road
Hopkinton, MA 01748
|
250 | 6.2 | % | * | |||||||||
Series A
Preferred
|
Carl F. Schwartz
31 West 87th St.
New York, NY 10016
|
250 | 6.2 | % | * | |||||||||
Series A
Preferred
|
Michael J. Wrubel
3650 N. 36 Avenue, #39
Hollywood, FL 33021
|
250 | 6.2 | % | * | |||||||||
Series A
Preferred
|
Myron M. Teitelbaum, M.D.
175 Burton Lane
Lawrence, NY 11559
|
250 | 6.2 | % | * | |||||||||
Series A
Preferred
|
Laura Gold Galleries Ltd. Profit Sharing Trust Park South Gallery at Carnegie Hall
154 West 57th Street, Suite 114
New York, NY 10019
|
250 | 6.2 | % | * | |||||||||
Series A
Preferred
|
Laura Gold
180 W. 58th Street
New York, NY 10019
|
250 | 6.2 | % | * | |||||||||
Series A
Preferred
|
Nadji T. Richmond
20 E. Wedgewood Glen
The Woodlands, TX 77381
|
230 | 5.7 | % | * |
By order of the board of directors,
|
||
Stephen T. Wills , Secretary | ||
April 22, 2016
|
||
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