PALATIN TECHNOLOGIES INC

Fiscal 2026 Summary Compensation Table

The following table summarizes the compensation earned by or paid to our principal executive officer and our principal financial officer, who constitute all of our executive officers, for fiscal 2026 and fiscal 2025. We have no defined benefit or actuarial pension plan, and no deferred compensation plan.

(1) Amounts in these columns represent the aggregate grant date fair value for stock awards and option awards computed using the Black-Scholes model There were no performance-based grants for fiscal 2025. For a description of the assumptions we used to calculate these amounts, see Note 14 to the consolidated financial statements included in this Annual Report.

(2) Annual incentive and merit amounts.

(3) Consists of matching contributions to 401(k) plan.

(4) Bonus amounts for calendar year 2025 paid prior to fiscal year end June 30, 2026.

Base Salary

The salary for each named executive officer is based, among other factors, upon job responsibilities, level of experience, individual performance, comparisons to the salaries of executives in similar positions obtained from market surveys, and internal comparisons. The compensation committee considers changes in the base salaries of our named executive officers annually. Effective January 1, 2026, the compensation committee approved increases in base salaries to $750,000 for Dr. Spana and $700,000 for Mr. Wills.

Annual Incentive Program

In the fiscal year ended June 30, 2025, due to the financial status of the Company no annual salary increases or bonuses, either cash or equity, were granted or approved. We generally provide annual incentive opportunities to our named executive officers to promote the achievement of annual performance objectives and anticipate providing such incentive opportunities for the fiscal year ended June 30, 2026. Each year, other than for the fiscal year ended June 30, 2025, the compensation committee establishes the target annual incentive opportunity for each named executive officer, which is based on a percentage of his base salary.

Long-Term Incentive Program

The total direct compensation levels for our named executive officers are heavily weighted to long-term incentive opportunities. This structure is intended to align executives’ interests with those of our stockholders, enhance our retention incentives and focus our executives on delivering sustainable performance over the longer term.

The design of this program has evolved over the past several years to reflect core performance metrics and an incentive structure the compensation committee believes is necessary to drive our long-term success and that reflects feedback received from investors during our stockholder engagement process.

Each year, the compensation committee establishes the target long-term incentive opportunity for each named executive officer, which is based on a percentage of his base salary. For fiscal 2026, the target long-term incentive opportunity for each named executive officer equaled 250% of base salary for Dr. Spana and 235% of base salary for Mr. Wills, however for fiscal 2026, to conserve the number of available shares under the plan, the target long-term incentive opportunity for each named executive officer was deferred.

For fiscal 2025, no stock option grants or restricted stock awards were made to the named executive officers.

No equity awards have been granted to the executive officers for the fiscal year commencing July 1, 2026, but we anticipate that the board of directors will implement an annual equity grant review during the fiscal year ending June 30, 2027.

Employment Agreements

Effective as of July 1, 2025, on September 18, 2025, we entered into employment agreements with Dr. Spana and Mr. Wills which continue through June2028, 2028 unless terminated earlier. Under these agreements Dr. Spana is serving as Chief Executive Officer and President at an initial base salary of $721,000 per year and Mr. Wills is serving as Chief Financial Officer and Chief Operating Officer at an initial base salary of $670,000 per year. Each agreement also provides for:

Each agreement allows us or the executive to terminate the agreement upon written notice and contains other provisions for termination by us for “cause,” or by the employee for “good reason” or due to a “change in control” (as these terms are defined in the employment agreements and set forth below). Early termination may, in some circumstances, result in severance pay at the salary then in effect, plus continuation of medical and dental benefits then in effect for a period of two years. In addition, the agreements provide that options and restricted stock units granted to these officers accelerate upon termination of employment except for voluntary resignation by the officer or termination for cause. In the event of retirement, termination by the officer for good reason, or termination by us other than for “cause”, options may be exercised until the earlier of twenty-four months following termination or expiration of the option term. Arrangements with our named executive officers in connection with a termination following a change in control are described below. Each agreement includes non-competition, non-solicitation and confidentiality covenants.

Other Compensation Practices and Policies

At our annual meeting of stockholders held on July 28, 2026, our non-binding stockholder advisory vote to approve the compensation of our named executive officers, commonly referred to as a “Say-on-Pay” vote, received the support of approximately 96% of the votes cast for or against the proposal. We consider the results of our Say-on-Pay votes, together with other relevant factors and stockholder feedback, in evaluating our executive compensation program. The following summarizes certain of our current compensation practices and policies.

Independent Compensation Advisor and Peer Group Review**.** The Compensation Committee has engaged Aon Consulting, Inc., through its Aon Rewards Solutions division (“Aon Rewards”), a nationally recognized compensation consulting firm, to provide independent advice and analysis, including market-based benchmarking and advisory support, regarding executive and non-employee director compensation. Aon Rewards has assisted the Compensation Committee in evaluating compensation practices, market competitiveness and other compensation matters.

The Compensation Committee did not undertake a comprehensive refresh of its formal compensation peer group during fiscal 2025. During fiscal 2025, in light of the Company’s financial condition and other circumstances, the Compensation Committee did not award annual cash incentive compensation or make annual equity awards to our named executive officers. In connection with the Compensation Committee’s subsequent review of executive compensation, Aon Rewards provided updated market compensation data and benchmarking information to assist the Committee in evaluating executive compensation and long-term incentive awards. Following this review, the Compensation Committee granted equity awards in December 2025. The Compensation Committee intends to periodically review and update its formal compensation peer group to reflect changes in the biotechnology industry and the Company’s size, stage of development and strategic objectives.

Compensation at Risk and Pay-for-Performance Philosophy**.** Our executive compensation program is designed so that a significant portion of potential executive compensation is performance-based or otherwise “at risk,” with the objective of aligning the interests of our executive officers with those of our stockholders. Our compensation program generally consists of base salary, annual cash incentive opportunities and long-term equity incentives. In determining the amount and form of compensation, the Compensation Committee considers a variety of factors, including Company and individual performance, market compensation information, retention considerations, the Company’s financial condition and the interests of stockholders.

Due to the Company’s financial condition and other circumstances during fiscal 2025, no annual cash incentive compensation or annual equity awards were made to our named executive officers for fiscal 2025. In December 2025, following a review of executive compensation, the Compensation Committee granted long-term equity awards to our named executive officers. Approximately 50% of the long-term incentive awards granted in December 2025 were performance-based awards, with the remainder consisting of time-based awards.

Stock Ownership Policy**.** We maintain a stock ownership policy that requires our named executive officers and members of our Board of Directors to maintain specified ownership levels of our common stock. As of June 30, 2026, all of our directors and named executive officers satisfied the applicable ownership requirements as of a prior determination date, and no recalculation was required under the policy. Under the policy, once an individual satisfies the applicable ownership requirement, a subsequent decrease in our stock price or increase in compensation generally does not require recalculation unless the individual’s actual ownership falls below the number of shares required when the applicable ownership requirement was first satisfied. Certain time-based and performance-based restricted stock unit awards also contain deferred delivery provisions pursuant to which shares are delivered following separation from service or a specified change in control.

Clawback Policy**.** We maintain a compensation recovery, or “clawback,” policy designed to comply with applicable SEC rules and the listing standards of Nasdaq. The policy provides for the recovery of certain incentive-based compensation received by current or former executive officers in the event we are required to prepare an accounting restatement resulting from material noncompliance with applicable financial reporting requirements, subject to the terms and conditions of the policy and applicable law.

Independent Compensation Committee**.** Our Compensation Committee consists entirely of directors who satisfy applicable independence requirements.

Executive Compensation Review**.** The Compensation Committee periodically reviews our executive compensation strategy and programs and may engage an independent compensation advisor to assist in evaluating compensation practices, market competitiveness and the composition of our compensation peer group. The review is intended to help ensure that our compensation programs appropriately reward the achievement of corporate objectives, support the attraction and retention of qualified executives and align executive compensation with stockholder interests, without encouraging excessive or inappropriate risk-taking.

“Double Trigger” Change-in-Control Provisions**.** Our employment agreements with our named executive officers generally provide that acceleration of outstanding equity awards in connection with a change in control occurs only following a qualifying termination of employment in connection with the change in control, commonly referred to as a “double-trigger” provision.

No Excise Tax Gross-Ups**.** We do not provide our named executive officers or other employees with tax gross-ups for excise taxes that may be imposed on payments received in connection with a change in control.

No Stock Option Repricing Without Stockholder Approval**.** Our equity incentive plan does not permit the repricing of outstanding stock options to reduce their exercise price without stockholder approval, subject to the terms of the plan.

No Dividends or Dividend Equivalents on Unvested Equity Awards**.** We do not pay dividends or dividend equivalents on unvested restricted stock unit awards or on vested restricted stock unit awards subject to deferred delivery.

No Special Executive Retirement, Welfare or Health Benefits**.** We do not maintain pension or retirement arrangements for our executive officers that are different from or in addition to those generally available to our other employees. Our executive officers participate in Company-sponsored health and welfare benefit programs generally on the same basis as our other eligible employees.

Outstanding Equity Awards at 2026 Fiscal Year-End

The following table summarizes all of the outstanding equity-based awards granted to our named executive officers as of June 30, 2026, the end of our fiscal year.

Employment Termination and Change-In-Control Agreements

The employment agreements, stock option agreements and restricted stock unit agreements with Dr. Spana and Mr. Wills contain the following provisions concerning severance compensation and the vesting of stock options and restricted stock units upon termination of employment or upon a change in control. The executive’s entitlement to severance, payment of health benefits and accelerated vesting of options is contingent on the executive executing a general release of claims against us.

Termination Without Severance Compensation. Regardless of whether there has been a change in control, if we terminate employment for cause or the executive terminates employment without good reason (as those terms are defined in the employment agreement and set forth below), then the executive will receive only his accrued salary and vacation benefits through the date of termination. He may also elect to receive medical and dental benefits pursuant to COBRA for up to two years but must remit the cost of coverage to us. Under the terms of our outstanding options and restricted stock units, all unvested options and restricted stock units would terminate immediately, and vested options would be exercisable for three months after termination.

Severance Compensation After Death or Disability. In the event of the executive’s death or disability, we will provide lump sum severance pay equal to 24 months of base pay, as well as the opportunity for COBRA benefits as described above under “Termination Without Severance Compensation.”

Severance Compensation Without a Change in Control. If we terminate or fail to extend the employment agreement without cause, or the executive terminates employment with good reason, then the executive will receive as severance pay his salary then in effect, paid in a lump sum, plus medical and dental benefits at our expense, for a period of two years after the termination date. In addition, upon such event all unvested options would immediately vest and be exercisable for two years after the termination date or, if earlier, the expiration of the option term, and all unvested restricted stock units would accelerate and become fully vested.

Severance Compensation After a Change in Control. If, within one year after a change in control, we terminate employment or the executive terminates employment with good reason, then the executive will receive as severance pay 200% of his salary then in effect, paid in a lump sum, plus medical and dental benefits at our expense, for a period of two years after the termination date. We would also reimburse the executive for up to $25,000 in fees and expenses during the six months following termination, for locating employment. All unvested options would immediately vest and be exercisable for two years after the termination date or, if earlier, the expiration of the option term. All unvested restricted stock units would vest upon a change in control, without regard to whether the executive’s employment is terminated.

Option and Restricted Stock Unit Vesting Upon a Change in Control. Pursuant to the employment agreements, options and restricted stock units granted under the 2011 Stock Incentive Plan vest upon termination of the employee within twelve months following a change in control. If any options granted under the 2005 Stock Plan are to be terminated in connection with a change in control, those options will vest in full immediately before the change in control.

Definitions. Under the employment agreements, a “change in control,” “cause” and “good reason” are defined as follows:

A “change in control” occurs when:

The term “cause” means:

The term “good reason” means the occurrence of any of the following, with our failure to cure such circumstances within 30 days of the delivery to us of written notice by the executive of such circumstances:

Director Compensation

The following table sets forth the compensation we paid to all directors during fiscal 2026, except for Dr. Spana, whose compensation is set forth above in the Summary Compensation Table and related disclosure. Dr. Spana did not receive any separate compensation for his services as a director.

Our director compensation program is designed to enhance our ability to attract and retain highly qualified directors and to align their interests with the long-term interests of our stockholders. The program includes an equity component, which is designed to align the interests of non-employee directors and stockholders, and a cash component, which is designed to compensate non-employee directors for their service on the board of directors. Directors who are employees of the Company receive no additional compensation for their service on the board of directors.

The compensation committee annually reviews compensation paid to our non-employee directors and makes recommendations for adjustments, as appropriate, to the full board of directors. As part of this annual review, the compensation committee considers the significant time commitment and skill level required by each non-employee director in serving on the board of directors and its various committees. The compensation committee seeks to maintain a market competitive director compensation program and, with the assistance of its independent compensation consultant, Aon Rewards, benchmarks our director compensation program against the peer group we use to evaluate our executive compensation program.

Non-Employee Directors’ Equity Grants. Our non-employee directors receive an annual equity grant at the board of directors meeting closest to the beginning of each fiscal year, or such other date as may be determined by the board of directors.

On December 9, 2025, we granted Dr. Prendergast 1,300 restricted stock units which vest on December 9, 2026 and an option to purchase 1,600 shares of common stock that vests on December 9, 2026; we granted Dr. Dunton 1,000 restricted stock units which vest on December 9, 2026 and an option to purchase 1,200 shares of common stock that vests on December 9, 2026; we granted Ms. Morris, at her election, an option to purchase 2,400 shares of common stock that vests on December 9, 2026.

We also granted Drs. Prendergast and Dunton, 1,300 and 1,000 restricted stock units, respectively, which vest as to 50% on December 9, 2026, and the remaining 50% on December 9, 2027. In addition, we granted options to purchase 1,600, 1,200 and 2,400 shares of common stock, respectively, to Drs. Prendergast and Dunton and Ms. Morris that vests as to 50% on December 9, 2026, and the remaining 50% on December 9, 2027. All of the options have an exercise price of $21.38 per share, the closing price of our common stock on the date of grant, , expire ten years from the date of grant and provide for accelerated vesting in the event of involuntary termination as a director following a change in control, with exercise permitted following accelerated vesting for up to the earlier of one year after termination or the expiration date of the option.

In August 2026, the Compensation Committee granted stock options to our non-employee directors as part of their compensation for the fiscal year commencing July 1, 2026. The stock options have an exercise price of $7.70 per share and vest 50% on each of the first and second anniversaries of the grant date, subject to continued service. John K. Prendergast received an option to purchase 2,900 shares of our common stock, Alan W. Dunton received an option to purchase 2,200 shares, and Arlene M. Morris received an option to purchase 2,400 shares.

Non-Employee Directors’ Cash Compensation. For the fiscal years ending June 30, 2026 and 2025, Dr. Prendergast serves as Chairperson of the board of directors and received an annual retainer of $109,500, payable quarterly. Other non-employee directors received an annual base retainer of $50,000, payable on a quarterly basis. The chairperson of the audit committee received an additional annual retainer of $20,000, the chairperson of the compensation committee received an additional annual retainer of $20,000 and the chairperson of the corporate governance committee received an additional annual retainer of $10,000. Members of the foregoing committees, other than the non-employee Chairperson, receive an additional retainer of one-half the retainer payable to the committee chairperson.

Non-Employee Directors’ Expenses. Non-employee directors are reimbursed for expenses incurred in performing their duties as directors, including attending all meetings of the board of directors and any committees on which they serve.

Employee Directors. Employee directors are not separately compensated for services as directors but are reimbursed for expenses incurred in performing their duties as directors, including attending all meetings of the board of directors and any committees on which they serve.