PALATIN TECHNOLOGIES INC

This report and other documents we file with the SEC contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, our business, our beliefs, and our management’s assumptions. These statements are not guarantees of future performance, and they involve certain risks, uncertainties and assumptions that are difficult to predict. You should carefully consider the risks and uncertainties facing our business.

Other than set forth below, there have been no material changes to our risk factors disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended June 30, 2024.

We have been suspended from the NYSE American and are currently not in compliance with the continued listing standards of the NYSE American. Our failure to resume compliance with the continued listing standards or make continued progress toward compliance consistent with a plan of compliance that we submitted to NYSE Regulation may result in the delisting of our common stock.

Previously, we received written notification from the NYSE American that we are not in compliance with Section 1003(a)(i) and (ii) of the NYSE American Company Guide (the “Company Guide”). The Company submitted a plan to regain compliance, which was accepted by the NYSE American on December 13, 2023, and was granted a plan period through April 10, 2025, to regain compliance with the foregoing continued listing standards. On October 4, 2024, the Company received written notification from the NYSE American that the Company is not in compliance with Section 1003(a)(iii) of the Company Guide. The Company was not required to submit an additional plan of compliance in response to the additional deficiency identified by the NYSE American but had to regain compliance with Section 1003(a)(iii) of the Company Guide during the plan period under the accepted plan.

On April 10, 2025, the Company received written notification from the NYSE American stating that the NYSE Regulation determined to commence proceedings to delist the Company’s common stock from NYSE American. NYSE Regulation has determined the Company is no longer suitable for listing pursuant to Section 1009(a) of the Company Guide as the Company was unable to demonstrate that it had regained compliance with Sections 1003(a)(i), (ii) and (iii) of the Company Guide by the end of the maximum 18-month compliance plan period, which expired on April 10, 2025. On April 14, 2025, the Company appealed the NYSE Regulation’s decision, and on April 15, 2025, the Company requested a hearing with the office of the General Counsel of the NYSE American.

On May 7, 2025, the Company received notice from NYSE Regulation that it had suspended trading of the Company’s common stock on the NYSE American LLC stock exchange (“NYSE American”) and determined to commence proceedings to delist the Company’s common stock from the NYSE American as a result of its determination that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s common stock. Trading of the Company’s common stock on the NYSE American was suspended on May 7, 2025 and began trading on the OTC Pink Market on May 8, 2025.The Company has a right to a review of NYSE Regulation’s determination to delist the Company’s common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange. The Company is currently assessing the viability of such an appeal.

Because our common stock has been suspended from the NYSE American and is now listed on the Pink Market of the OTC Markets Group under the trading symbol “PTNT”, we could face significant material adverse consequences, including:

Such a delisting may also have a negative effect on the price of our common stock and may impair our investors’ ability to sell or purchase our common stock when investors wish to do so.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Shares of our common stock were considered to be covered securities because they were listed on the NYSE American. Because our common stock is no longer listed on the NYSE American, our common stock would not be deemed covered securities and we are subject to regulation in each state in which we offer our securities.