PALATIN TECHNOLOGIES INC
For the period ended Jun 25, 2026. Filed Jun 25, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 25, 2026 · Filed Jun 25, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
PALATIN TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
301 CARNEGIE CENTER DRIVE, SUITE 304 PRINCETON, NJ 08540
June 25, 2026
Dear Fellow Stockholder,
You are welcome to attend the Annual meeting of Stockholders of Palatin Technologies, Inc., which will be held virtually via live audio webcast on Tuesday, July 28, 2026, at 9:00 a.m., Eastern Time. Details regarding the virtual meeting, including how you can access and participate in the meeting, are described in the accompanying Proxy Card and Proxy Statement.
Our board of directors recommends that you vote “For” each of the nominees for director in Item 1 and “For” Item 2 (ratification of appointment of KPMG LLP as our independent registered public accounting firm), Item 3 (approval of an amendment to our equity incentive plan), and Item 4 (approval, on an advisory, non-binding basis, of the compensation of our named executive officers).
Sincerely,
Carl Spana
President and Chief Executive Officer
If you have additional questions, need assistance in submitting your proxy or voting your shares, or need additional copies of the proxy statement or other materials, please contact our proxy solicitation firm:
Alliance Advisors LLC
150 Clove Road, Suite 400
Little Falls, NJ 07424
1-844-202-6728
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
| DATE | Tuesday, July 28, 2026 |
|---|---|
| TIME | 9:00 a.m., Eastern Time |
| PLACE | The Annual Meeting will be a completely “virtual” meeting of stockholders. You may listen and participate in the virtual annual meeting as well as vote and submit your questions during the live webcast by first registering to attend at https://web.viewproxy.com/Palatin/2026 no later than July 27, 2026, at 11:59 p.m. Eastern Time. |
| RECORD DATE | June 22, 2026 |
| ITEMS OF BUSINESS | (1) Election of four directors nominated by our board of directors; (2) ratification of appointment of our independent registered public accounting firm for the fiscal year ending June 30, 2026; (3) approval of an amendment to the Company’s 2011 Stock Incentive Plan, as amended and restated through the date hereof (the “2011 Stock Incentive Plan”) to increase the number of shares of Common Stock reserved for issuance by 260,000 shares and make other amendments as disclosed herein; (4) approval, on an advisory, non-binding basis, of the compensation of our named executive officers (“say-on-pay”); and (5) any other matters properly brought before the meeting or any adjournment or postponement thereof. |
| STOCK-HOLDER LIST | A list of all stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose germane to the meeting, during ordinary business hours for 10 days before the meeting, at our offices, 301 Carnegie Center Drive, Suite 304, Princeton, NJ 08540. During the virtual annual meeting, such list will be available for examination, upon request, for holders who have previously registered to attend. |
By order of the board of directors,
Stephen T. Wills, Secretary
June 25, 2026
We are mailing a full set of the printed proxy materials to our stockholders on or about June 25, 2026. The proxy statement and proxy card will also be available to our stockholders onhttps://web.viewproxy.com/Palatin/2026 on that same date.
Important Notice Regarding the Availability of Proxy Materials: We have elected to utilize the “full set delivery” option and are delivering paper copies to all stockholders entitled thereto of all proxy materials, as well as providing access to those proxy materials on a publicly accessible website. The proxy statement and proxy card are available to holders of our Common Stock athttps://web.viewproxy.com/Palatin/2026.
ANNUAL MEETING TO BE HELD ON JULY 28, 2026
Table of Contents
| NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 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 | 14 |
| REPORT OF THE AUDIT COMMITTEE | 15 |
| ITEM THREE: APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2011 STOCK INCENTIVE PLAN (THE “PLAN”) TO INCREASE THE TOTAL NUMBER OF SHARES OF COMMON STOCK RESERVED FOR ISSUANCE BY 260,000 SHARES AND OTHER CHANGES TO THE PLAN | 16 |
| ITEM FOUR: ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 25 |
| EXECUTIVE COMPENSATION | 26 |
| EXECUTIVE OFFICERS | 31 |
| BENEFICIAL OWNERSHIP OF MANAGEMENT AND OTHERS | 38 |
| MANAGEMENT | 39 |
| MORE THAN 5% BENEFICIAL OWNERS | 40 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 42 |
| OTHER ITEMS OF BUSINESS | 42 |
| STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING | 42 |
| ANNEX A – Form of Amendment to the Amended and Restated 2011 Equity Incentive Plan | A-1 |
301 CARNEGIE CENTER DRIVE, SUITE 304
PRINCETON, NJ 08540
(609) 495-2200
PROXY STATEMENT FOR THE VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 28, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.