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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________________ to _____________
Commission file number 0-22686
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PALATIN TECHNOLOGIES, INC.
(Exact name of small business issuer as specified in its charter)
DELAWARE 95-4078884
(State of incorporation or organization) (I.R.S. Employer Identification No.)
214 CARNEGIE CENTER - SUITE 100
PRINCETON, NEW JERSEY 08540
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 520-1911
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
Check whether the Registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the
past 90 days. |X|
As of November 13, 1996, 11,538,641 shares of the Registrant's common stock,
par value $.01 per share, were outstanding.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
PALATIN TECHNOLOGIES, INC.
Table of Contents
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
BALANCE SHEETS -- As of September 30, 1996 (unaudited)
and June 30, 1996. . . . . . . . . . . . . . . . . . . Page 3
STATEMENT OF OPERATIONS (unaudited) -- For the Three
Months Ended September 30, 1995 and September 30, 1996
and the Period from January 28, 1986 (Commencement of
Operations) through September 30, 1996 . . . . . . . . Page 4
STATEMENT OF CASH FLOWS (unaudited) -- For the
Three Months Ended September 30, 1995 and September 30,
1996 and the Period From January 28, 1986 (Commencement
of Operations) through September 30, 1996. . . . . . . Page 5
Notes to Financial Statements. . . . . . . . . . . . . . Page 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . Page 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . Page 12
Item 2. Change in Securities.. . . . . . . . . . . . . . . . Page 12
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . Page 12
Item 4. Submission of Matters to a Vote of Security Holders. Page 12
Item 5. Other Information. . . . . . . . . . . . . . . . . . Page 12
Item 6. Exhibits and Reports on Form 8-K.. . . . . . . . . . Page 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 13
Page 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PALATIN TECHNOLOGIES, INC.
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
September 30, 1996 June 30, 1996
--------------------- ---------------------
(Unaudited)
ASSETS
Current assets:
Cash $ 4,313,235 $ 6,791,300
Accounts receivable 19,288 4,574
Prepaid expenses and other 88,644 66,430
-------------- --------------
Total current assets 4,421,167 6,862,304
Equipment, net of accumulated depreciation of $195,564 and $183,535
as of September 30, 1996 and June 30, 1996, respectively 137,935 96,354
Intangibles, net of accumulated amortization of $94,555 and
$91,366 as of September 30, 1996 and June 30, 1996, respectively 91,094 82,547
-------------- --------------
$ 4,650,196 $ 7,041,205
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 244,548 $ 214,424
Accrued compensation owed to employees 78,084 78,084
Accrued expenses 483,453 655,197
Current portion of long-term financing, including accrued interest
of $150,960 and $38,912 as of September 30, 1996 and June 30, 1996,
respectively 526,780 311,695
Senior bridge notes, including related party transaction of $110,000
as of June 30, 1996 -- 1,100,000
------------ ------------
Total current liabilities 1,332,865 2,359,400
Long-term financing, including accrued interest of $169,868
and $273,339 as of September 30, 1996 and June 30, 1996, respectively 1,461,111 1,727,619
Notes payable to stockholders, including accrued interest of
$37,979 and $35,979 as of September 30, 1996 and June 30, 1996,
respectively 117,979 115,979
------------ ------------
2,911,955 4,202,998
------------ ------------
Stockholders' equity:
Preferred stock, $.01 and 2,000,000 shares authorized, as of
September 30, 1996 and June 30, 1996, no shares issued -- --
Common stock, $.01 and 25,000,000 shares authorized, as of September
30, 1996 and June 30, 1996; and 11,538,641 and 11,538,777 issued as
of September 30, 1996 and June 30, 1996, respectively 115,386 115,388
Treasury stock, 1,229 shares (1,667) (1,667)
Additional paid-in capital 10,804,145 10,804,394
Common stock earned but not issued 130,695 53,030
Deficit accumulated during development stage (9,310,318) (8,132,938)
------------ ------------
1,738,241 2,838,207
------------ ------------
$ 4,650,196 $ 7,041,205
============ ============
The accompanying notes to consolidated financial statements are an integral part of these balance sheets.
Page 3
PALATIN TECHNOLOGIES, INC.
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Inception
(January 28, 1996)
Three Months Ended September 30, through
1996 1995 June 30, 1996
----------------- ---------------- ----------------
REVENUES:
Grants and contracts $ -- $ -- $ 2,860,512
License fees and royalties -- -- 334,296
Sales 22,184 4,893 318,917
----------------- ---------------- ----------------
Total revenues 22,184 4,893 3,513,725
----------------- ---------------- ----------------
EXPENSES:
Research and development 687,952 128,737 5,084,360
General and administrative 454,465 330,406 5,357,426
----------------- ---------------- ----------------
Total expenses 1,142,417 459,143 10,441,786
----------------- ---------------- ----------------
OTHER INCOME (EXPENSES):
Other income 72,124 -- 143,504
Interest expense (129,271) (76,099) (1,172,457)
Placement agent commissions and
fees on debt offering -- -- (168,970)
Merger costs -- -- (475,000)
Restructuring charge -- -- (450,000)
Net intangibles write down -- -- (259,334)
----------------- ---------------- ----------------
Total other income (expenses) (57,147) (76,099) (2,382,257)
----------------- ---------------- ----------------
NET LOSS $ (1,177,380) $ (530,349) $ (9,310,318)
================= ================ ================
Weighted average number of common
shares outstanding 11,537,548 1,275,661 1,359,022
================= ================ ================
Net loss per common share $ (0.10) $ (0.42) $ (6.85)
================= ================ ================
The accompanying notes to consolidated financial statements are an integral part of these statements.
Page 4
PALATIN TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended September 30, Inception
---------------------------- (January 28,1986)
1996 1995 through
------------ ------------ September 30, 1996
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,177,380) $ (530,349) $ (9,310,318)
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 15,218 31,561 323,792
Interest expense on related-party debt 2,000 2,000 55,387
Accrued interest on long-term financing 86,242 90,593 882,280
Accrued interest on short-term financing (100,000) 6,543 --
Intangibles and equipment write down -- -- 278,318
Equity and notes payable issued for expenses -- -- 296,047
Settlement with consultant -- -- (28,731)
Changes in certain operating assets and liabilities:
Accounts receivable (14,714) 130 (19,288)
Prepaid expenses and other (22,214) (27,235) (88,644)
Intangibles (11,736) 11,262 (439,073)
Accounts payable 30,124 (125,221) 243,648
Accrued compensation owed to employees -- 3,450 94,632
Accrued expenses (171,744) 26,558 512,184
------------- ------------- ------------
Net cash used for operating activities (1,364,204) (510,708) (7,199,766)
------------- ------------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (53,610) (4,992) (388,840)
------------- ------------- ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable, related party -- -- 302,000
Payments on notes payable, related party -- (302,000) 2,000
Proceeds from senior bridge notes payable -- 1,000,000 1,850,000
Payments on senior bridge notes (1,000,000) -- (1,850,000)
Proceeds from notes payable and
long-term financing -- -- 1,951,327
Payments on notes payable and
long-term financing (60,000) (15,000) (250,061)
Proceeds from paid-in capital from common
stock warrants -- -- 100,000
Proceeds from common stock, stock option
issuances and preferred stock, net -- -- 10,102,492
Purchase of treasury stock and fractional shares (250) -- (1,917)
------------- ------------- ------------
Net cash provided by financing activities (1,060,250) 683,000 12,205,841
------------- ------------- ------------
NET INCREASE (DECREASE) IN CASH (2,478,064) 167,300 4,617,135
CASH, beginning of period 6,791,300 46,768 --
------------- ------------- ------------
CASH, end of period $ 4,313,236 $ 214,068 $ 4,617,135
============= ============ ============
The accompanying notes to consolidated financial statements are an integral part of these statements.
Page 5
PALATIN TECHNOLOGIES, INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements (Unaudited)
For the Three Months Ended September 30, 1996 and 1995
(1) Nature of Business
Through its wholly-owned subsidiary RhoMed Incorporated ("RhoMed"),
Palatin Technologies, Inc. (the "Company") is a development-stage biopharma-
ceutical company dedicated to developing and commercializing products and
technologies for diagnostic imaging, cancer therapy and ethical drug
development utilizing peptide, monoclonal antibody and radiopharmaceutical
technologies. The Company was incorporated under the laws of the State of
Delaware on November 21, 1986. Since June 25, 1996, the effective date of
the merger (the "Merger") of a wholly-owned subsidiary of the Company with
and into RhoMed, all outstanding shares of RhoMed equity securities were
exchanged for the Company's common stock, $.01par value per share (the
"Common Stock"). The business of RhoMed represents the on-going business of
the Company.
As a result of the Merger, RhoMed became a wholly-owned subsidiary
of the Company, with the holders of RhoMed preferred stock and RhoMed common
stock (including the holders of "RhoMed Derivative Securities" as hereafter
defined) receiving an aggregate of approximately 96% interest in the equity
securities of the Company on a fully-diluted basis. Additionally, all
warrants and options to purchase common stock of RhoMed outstanding
immediately prior to the Merger (the "RhoMed Derivative Securities"),
including without limitation, any rights underlying RhoMed's qualified or
nonqualified stock option plans, were automatically converted into rights
upon exercise to receive the Company's Common Stock in the same manner in
which the shares of RhoMed common stock were converted. Since the former
stockholders of RhoMed retained more than a 50% controlling interest in the
surviving company (Palatin Technologies, Inc.), the Merger was accounted for
as a reverse merger. The historical financial statements prior to June 25,
1996, are those of RhoMed, except that the net loss per common share has been
stated on an as if converted basis.
Since its inception, RhoMed has devoted substantially all of its
efforts and resources to the research and development of its technology.
RhoMed has experienced operating losses in each year since its inception and,
as of September 30, 1996, the Company, including its wholly-owned subsidiary
RhoMed, had a deficit accumulated during the development stage of $9,310,318.
The Company expects to incur additional operating losses over the next
several years and expects cumulative losses to increase as the Company's
research and development and clinical testing efforts continue and expand.
The ultimate completion of the Company's development projects is contingent
upon a number of factors, including the successful completion of technology
and product development, obtaining required regulatory approvals and
additional financing and, ultimately, successfully commercializing its
products and achieving profitable operations.
Page 6
(2) Basis of Presentation
The accompanying financial statements have been prepared by the
Company without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Certain information
and footnote disclosure normally included in the Company's audited annual
financial statements has been condensed or omitted in the Company's interim
financial statements. In the opinion of the Company, these financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position of the
Company as of September 30, 1996 and June 30, 1996, and the results of
operations and its cash flows for the three months ended September 30, 1996
and 1995, and for the period from inception (January 28, 1986) to September
30, 1996. The results of operations for the interim period may not
necessarily be indicative of the results of operations expected for the full
year, although the Company expects to incur a significant loss for the fiscal
year ended June 30, 1997.
The accompanying financial statements and the related notes should
be read in conjunction with the Company's audited financial statements for
the ten months ended June 30, 1996 and the fiscal years ended August 31, 1995
and 1994 filed with the Company's Form 10-KSB for the transition period from
September 1, 1995 to June 30, 1996.
(3) Summary of Significant Accounting Policies:
Research and Development Costs -- The costs of research and
development activities are expensed as incurred.
Net Loss per Common Share -- Net loss per common share is calculated
based upon the weighted average number of shares of Common Stock, on an as if
converted basis, outstanding during each period. All options and warrants
were excluded in the calculation of weighted average shares outstanding since
their inclusion would have had in the aggregate, an anti-dilutive effect.
Use of Estimates -- The preparation of consolidated financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(4) Senior Bridge Notes:
Class A Offering -- On July 28, 1995, the Board of Directors of
RhoMed authorized an offering of up to 40 units at $25,000 per unit, with
each unit consisting of a $25,000 face amount Senior Bridge Note and a Class
A Warrant to purchase 75,000 shares of RhoMed common stock (equivalent to
13,285 shares of Common Stock) at an exercise price of $.01 per share (the
"Class A Offering"). The Senior Bridge Notes sold in the Class A Offering
(the "Senior Bridge Notes") bore interest at 1% per month, and were payable,
with accrued interest, one year from the date of issuance. All of the 40
Page 7
Class A Offering units were purchased with proceeds prior to commissions and
expenses of $1,000,000. In August and September of 1996, the Senior Bridge
Notes sold in the Class A Offering were repaid in full, totaling $1,000,000
of principal and $120,000 of accrued interest.
(5) Equipment:
Equipment consists of the following at September 30, 1996 and June
30, 1996:
September 30,1996 June 30,1996
----------------- ------------
Office equipment $ 250,214 $ 202,960
Laboratory equipment 83,285 76,929
------- -------
Equipment at cost 333,499 279,889
Less: Accumulated depreciation 195,564 183,535
------- -------
$ 137,935 $ 96,354
======= =======
(6) Commitments and Contingencies:
Leases -- The Company leases certain of its facilities and equipment
under noncancellable operating leases. In October 1996, the lease on the
facility in Albuquerque, New Mexico was extended from December 31, 1996 until
August 31, 1997. Minimum future lease payments at September 30, 1996, are
approximately $69,000 for the remaining nine months of fiscal year 1997, and
approximately $12,000 to $21,000 per year thereafter until fiscal year 2001.
Certain leases have been personally guaranteed by one or more former officers
of RhoMed.
Merger Costs -- In conjunction with the Merger, costs of $475,000
have been charged to operations for the ten months ended June 30, 1996, and
accrued expenses include $22,260 of this amount as of September 30, 1996.
Restructuring Charge -- In conjunction with the Company's decision
to consolidate and relocate its research and development facilities and
executive offices in the New Jersey area, the Company established a
restructuring charge of $450,000. The restructuring charge represents mainly
severance costs, facility closing expenses and recruiting fees. Included in
accrued expenses at September 30, 1996, is $147,645 of this restructuring
charge.
Page 8
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
General
The following discussion and analysis should be read in conjunction
with the consolidated financial statements and notes thereto filed as part of
this Form 10-QSB. Unless otherwise indicated herein, all references to the
Company include Palatin Technologies, Inc. and its wholly owned
subsidiary, RhoMed.
The Company's business is subject to significant risks, including
the uncertainties associated with product development of pharmaceutical
products and enforcing patents important to the Company's business. The
Company expects to incur substantial operating losses over the next several
years due to continuing expenses associated with its research and development
programs, including pre-clinical testing, clinical trials and manufacturing.
Operating losses may also fluctuate from quarter to quarter as a result of
differences in the timing of expenses incurred.
Since June 25, 1996, the effective date of the Merger of a
wholly-owned subsidiary of the Company with and into RhoMed, all outstanding
shares of RhoMed equity securities were exchanged for the Company's Common
Stock, $.01par value per share (the "Common Stock"). The business of RhoMed
represents the on-going business of the Company.
As a result of the Merger, RhoMed became a wholly-owned subsidiary
of the Company, with the holders of RhoMed preferred stock and RhoMed common
stock (including the holders of RhoMed Derivative Securities) receiving an
aggregate of approximately 96% interest in the equity securities of the
Company on a fully-diluted basis. Additionally, all warrants and options to
purchase Common Stock of RhoMed outstanding immediately prior to the Merger,
including without limitation, any rights underlying RhoMed's qualified or
nonqualified stock option plans, were automatically converted into rights
upon exercise to receive the Company's Common Stock in the same manner in
which the shares of RhoMed common stock were converted. Since the former
stockholders of RhoMed retained more than a 50% controlling interest in the
surviving company (Palatin Technologies, Inc.), the Merger was accounted for
as a reverse merger. The historical financial statements prior to June 25,
1996, are those of RhoMed, except that the net loss per common share has been
stated on an as if converted basis.
Results of Operations
Three Month Period Ended September 30, 1996 Compared to Three Month
Period Ended September 30, 1995. Sales of RhoChek, the sole product sold by
the Company, increased $17,291 to $22,184 in the current three month period
from $4,893 in the prior three month period. Due to insufficient sales, the
Page 9
Company expects to discontinue the manufacture and sale of its RhoChek
product in fiscal year 1997.
Research and development expenses increased to $687,952 for the
three months ended September 30, 1996, from $128,737 for the three months
ended September 30, 1995. The majority of the increase is attributable to an
expansion in the scale of Company's research and development operations,
particularly the Company's Leu-Tech project on an infection and inflammation
imaging product, including increased expenses on manufacturing scale-up,
consulting and clinical trials as well as increased expenses on the MIDAS
metallopeptide technology. The Company expects research and development
expenses to increase in coming quarters as the Company expands manufacturing
and initiates clinical trials on the Leu-Tech project and significantly
expands the efforts to develop the MIDAS metallopeptide technology.
General and administrative expenses increased to $454,465 in the
current three month period from $330,406 for the three months ended September
30, 1995. The majority of the increase is due to the hiring of certain key
executives; the leasing of general and administrative offices in New Jersey;
and increased travel and consulting expenses. General and administrative
expenses are expected to remain approximately at current levels through the
remainder of fiscal year 1997.
Interest income was $72,124 for the three months ended September 30,
1996 compared with no interest income for the comparable period in 1995. The
interest income is primarily the result of interest on net proceeds from
Common Stock offerings of approximately $9,000,000 in June of 1996. Interest
expense increased from $76,099 to $129,271 in the three month periods ended
September 30, 1995 and 1996, respectively. Interest expense as of September
30, 1996, is comprised of (I) interest on long-term financing provided by
Aberlyn Holding Company, principal and accrued interest which totaled
$1,987,891, (ii) interest on notes payable to shareholders, the principal
amount of which is $80,000, and (iii) interest on Senior Bridge Notes which
were repaid in full in the quarter. Interest expense is expected to decrease
in coming quarters as a result of the repayment by the Company of the Senior
Bridge Notes, the principal amount of which was $1,000,000.
Net loss increased to $1,177,380 in the three months ended September
30, 1996, as compared to $530,349 in the prior three month period. Net loss
per share was effected by the substantial increase in the weighted average
shares outstanding from 1,275,661 in the period ending September 30, 1995 and
11,537,548 in the period ending September 30, 1996. The increase in the
shares outstanding is primarily the result of issuance of 7,664,844 shares in
connection with the sale of Common Stock in June 1996.
Liquidity and Capital Resources
Since its inception, the Company has incurred net operating losses
and, as of September 30, 1996, had an accumulated deficit of $9,310,318. The
Company has financed its net operating losses through September 30, 1996 by a
series of debt and equity financings. At September 30, 1996, the Company's
cash position amounted to $4,313,236.
Page 10
For the three months ended September 30, 1996, the net decrease in
cash amounted to $2,478,064. Cash used for operating activities was
$1,364,204, net cash used for investing activities was $53,610 and cash used
by financing activities was $1,060,250, mainly comprised of the $1,000,000
principal repayment of the Senior Bridge Notes. The current portion of
long-term debt maturing in fiscal year 1997 is $251,695.
The Company intends to relocate its research and development
facility from Albuquerque, New Mexico to the Princeton, New Jersey area
during fiscal year 1997. The Company will incur significant costs to build
and equip research and development laboratory space and is currently in
negotiations regarding a lease of a research and development facility in New
Jersey.
The Company's future capital requirements depend on numerous factors
which cannot be quantified, including continued progress in its research and
development activities, progress with pre-clinical studies and clinical
trials, prosecuting and enforcing patent claims, technological and market
developments, the ability of the Company to establish product development
arrangements, the cost of manufacturing scale-up, effective marketing
activities and arrangements, and licensing or acquisition activity.
The Company will seek to obtain additional funds through equity or
debt financing, collaborative or other arrangements with corporate partners
and others, and from other sources in the second or third quarter of fiscal
1997. The Company anticipates that these additional funds, if obtained,
along with the current cash position will be sufficient to meet its debt
obligations and fund its operations through fiscal year 1997. There can be
no assurance that the Company will consummate any equity financing on
acceptable terms or at all and if the Company does not consummate such
financing, the Company's current cash position may not be sufficient to meets
its debt obligations and fund operations through fiscal year 1997. If
adequate additional funds are not available, the Company may be required to
delay, scale back or eliminate certain of its research, drug discovery or
development activities or certain other aspects of its business. If adequate
funds are not available, the Company's business will be materially and
adversely affected.
The Company has been seeking and expects to continue to seek to
license or acquire certain products and technologies. If the Company is
successful in acquiring a product or technology, substantial funds may be
required for such acquisition and subsequent development or
commercialization. To date, the Company has not completed an acquisition and
there can be no assurance that any acquisition will be consummated in the
future.
The Company anticipates incurring additional losses over at least
the next several years, and such losses are expected to increase as the
Company expands its research and development activities relating to its MIDAS
metallopeptide technology and its radiolabeling technology. To achieve
profitability, the Company, alone or with others, must successfully develop
and commercialize its technologies and products, conduct pre-clinical studies
and clinical trials, obtain required regulatory approvals and successfully
manufacture, introduce and market such technologies and products. The time
required to reach profitability is highly uncertain, and there can be no
Page 11
assurance that the Company will be able to achieve profitability on a
sustained basis, if at all.
Page 12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Change in Securities.
On July 19, 1996, the Company filed an amendment to its
Certificate of Incorporation (the "Charter Amendment"), which (1) effected
the change of name of the Company from Interfilm, Inc. to Palatin
Technologies, Inc., (2) increased the total number of authorized shares of
the Company's Common Stock from 10,000,000 to 25,000,000 and (3) effected a
1-for-10 reverse split of the Common Stock.
As a result of the Merger and the Charter Amendment, each
share of RhoMed preferred stock was converted into .46695404349 shares of
Common Stock, and each share of RhoMed Common Stock was converted
into .184332593 shares of Common Stock.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
10.24 Lease between Adelante Development Center, Inc. and Palatin
Technologies, Inc. dated October 10, 1996.
27.1 Financial Data Schedule.
(b) Reports of Form 8-K
Three reports on Form 8-K were filed during the quarter for which
this report is filed:
(I) A report on Form 8-K was filed as of July 10, 1996, with a
date of report of June 25, 1996, and reported on Item 1, Changes in
Control of Registrant and Item 4, Change inRegistrant's Certifying
Accountant. Financial statements of RhoMed Incorporated
(unaudited) for the nine-month periods ended May 31, 1996 and 1995
and of RhoMed Incorporated (audited) for the years ended August 31,
1995, 1994 and 1993, were filed with the report.
(ii) A report on Form 8-K/A was filed as of July 23, 1996, with
a date of report of June 25, 1996, and reported on Item 4, Change in
Registrant's Certifying Accountant.
(iii) A report on Form 8-K was filed as of August 9, 1996, with a
date of report of July 19, 1996, and reported on Item 5, Other
Events and Item 8, Change in Fiscal Year.
Page 13
Signatures
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Palatin Technologies, Inc.
(Registrant)
Date: November 13, 1996 /s/ Edward J.Quilty
-------------------
Edward J. Quilty
Chairman of the Board,President
and Chief Executive Officer
Date: November 13, 1996 /s/ John J. McDonough
---------------------
John J. McDonough
Vice President and Chief Financial
Officer (Principal Financial and
Accouunting Officer)
Page 14