UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): May 13, 2010
Palatin Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15543 | 95-4078884 |
| (State or other jurisdiction | (Commission | (IRS employer |
| of incorporation) | File Number) | identification number) |
| 4C Cedar Brook Drive, Cranbury, NJ | 08512 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (609) 495-2200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
Our annual meeting of stockholders was held on May 13, 2010 to consider and vote on the following proposals:
| · | Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending June 30, 2010; |
| · | Approval of an amendment to our restated certificate of incorporation which will increase the number of authorized shares of common stock from 150,000,000 to 400,000,000; and |
| · | Approval of an amendment to our restated certificate of incorporation to effect a reverse stock split of our common stock, depending on a determination by our board of directors that the reverse stock split is in the best interests of the company and its stockholders. |
Common stock and Series A convertible preferred stock voted as a single class on all matters. There were present in person or by proxy 81,357,871 votes, representing 75.8% of the total outstanding eligible votes. At the annual meeting, all nominated directors were re-elected, the selection of our independent registered accounting firm was ratified, and both the increase in authorized shares and reverse stock split authorization were approved. The votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below:
| Election of directors: | | For | Withheld | Broker Non-Votes |
| Carl Spana, Ph.D. | | 32,083,788 | 1,830,537 | 47,443,546 |
| John K.A. Prendergast, Ph.D. | | 31,616,793 | 2,297,532 | 47,443,546 |
| Perry B. Molinoff, M.D. | | 32,057,369 | 1,856,956 | 47,443,546 |
| Robert K. deVeer, Jr. | | 32,002,459 | 1,911,866 | 47,443,546 |
| Zola P. Horovitz, Ph.D. | | 31,342,201 | 2,572,124 | 47,443,546 |
| Robert I. Taber, Ph.D. | | 31,857,020 | 2,057,305 | 47,443,546 |
| Errol De Souza, Ph.D. | | 30,038,267 | 3,876,158 | 47,443,546 |
| J. Stanley Hull | | 31,410,186 | 2,504,139 | 47,443,546 |
| Other | | For | Against | Abstain | Broker Non-Votes |
| Ratification of independent registered public accounting firm | | 79,513,551 | 1,259,274 | 585,044 | 2 |
| Approval of the increase in authorized shares | | 55,191,090 | 25,865,349 | 301,428 | 4 |
| Approval of reverse stock split authorization | | 63,431,278 | 17,508,686 | 417,901 | 6 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | |
| | PALATIN TECHNOLOGIES, INC. | |
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| Date: May 14, 2010 | By: | /s/ Stephen T. Wills | |
| | | Stephen T. Wills, CPA, MST Executive Vice President - Operations and Chief Financial Officer | |
