On December 16, 2024 Palatin Technologies, Inc. (NYSE American: PTN) ("Palatin" or the "Company"), a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor system, reported that it has entered into a warrant exercise inducement agreement (the "inducement agreement") with an institutional investor to exercise certain outstanding warrants that the Company issued in June 2024 and October 2023 totaling 3,907,679 shares of the Company’s common stock for gross proceeds of approximately $3.4 million (Press release, Palatin Technologies, DEC 16, 2024, View Source [SID1234649137]).

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Pursuant to the inducement agreement, the investor has agreed to exercise a portion of its June 2024 outstanding warrants to purchase an aggregate of 2,964,283 shares of the Company’s common stock and has agreed to exercise its October 2023 outstanding warrants to purchase an aggregate of 943,396 shares of the Company’s common stock, both sets at an amended exercise price of $0.875 per share. In consideration for the immediate exercise of the warrants, the Company also agreed to issue to the investor unregistered Series C warrants to purchase an aggregate of 3,907,679 shares of the Company’s common stock and Series D warrants to purchase an aggregate of 1,953,839 shares of the Company’s common stock. The Series C and D warrants will each have an exercise price of $0.875 per share. The Series C warrants are exercisable immediately and will expire on the five-year anniversary of closing date. The Series D warrants are exercisable beginning on the effective date of stockholder approval of the issuance of shares upon exercise of such warrants and will expire on the five-year anniversary from the date of stockholder approval.

The transaction is expected to close on or about December 17, 2024, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the exercise of warrants for working capital and general corporate purposes.

The Series C and D warrants described above are being issued in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the shares of common stock underlying such warrants, have not been registered under the Securities Act or applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in this offering, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.