SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 28, 1998
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Date of Report (Date of earliest event reported)
PALATIN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-22686 95-4078884
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(Commission File Number) (IRS Employer Identification Number)
214 Carnegie Center, Suite 100, Princeton, New Jersey 08540
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (609) 520-1911
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
As of April 28, 1998, Palatin Technologies, Inc. (the "Company")
completed a private placement of 18,875 shares of Series B Convertible Preferred
Stock of the Company for gross proceeds of $1,887,500 and net proceeds of
approximately $1,600,000. The Series B Convertible Preferred Stock was sold to
four accredited investors pursuant to Rule 506 of Regulation D promulgated under
the Securities Act of 1933, as amended (the "Securities Act").
The Company has agreed to file, by June 12, 1998, a registration
statement under the Securities Act, registering for resale the shares of the
Company's common stock, $.01 par value (the "Common Stock") issuable on
conversion of the Series B Convertible Preferred Stock. See the Registration
Rights Agreement filed as Exhibit 99.2 to this Form 8-K.
The net proceeds of the private placement will be used for working
capital purposes, and no portion will be used to redeem any equity or
equity-equivilent securities of the Company, and no more than $1,200,000 will be
used for repayment of the Company's indebtedness. Paramount Capital, Inc.
received a finder's fee of $188,750 in connection with the private placement.
Each share of Series B Convertible Preferred Stock is convertible at any
time, at the option of the holder, into the number of shares of Common Stock
equal to $100 divided by the conversion price (as "conversion price" is defined
in the Certificate of Designations of the Series B Convertible Preferred Stock
filed as Exhibit 3.8 to this Form 8-K). The current conversion price for the
Series B Convertible Preferred Stock is $5.50. Each share of Series B
Convertible Preferred Stock is currently convertible into approximately 18.2
shares of Common Stock.
The conversion price for Series B Convertible Preferred Stock is subject
to adjustment upon certain events, including payment of stock dividends,
distributions, and tender offer or merger announcements. The Series B Conversion
Price is also subject to adjustment on August 26, 1998, if the average closing
bid price of the Common Stock for the thirty (30) consecutive trading days
immediately preceding August 26, 1998 (the "Series B Reset Trading Price") is
less than $6.05 (a "Series B Reset Event"). Upon a Series B Reset Event, the
Series B Conversion Price will be reduced to greater of (i) the Series B Reset
Trading Price divided by 1.1 or (ii) $2.75. See the Certificate of Designations
of the Series B Convertible Preferred Stock, filed as Exhibit 3.8 to this Form
8-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
c) Exhibits
3.8 Certificate of Designations of Series B Convertible
Preferred Stock of the Company, filed on April 27, 1998
4.7 Specimen Certificate for Series B Convertible Preferred
Stock
99.1 Convertible Preferred Stock Purchase Agreement dated as
of April 28, 1998, between the Company and the
purchasers named therein, relating to Series B
Convertible Preferred Stock
99.2 Registration Rights Agreement dated as of April 28,
1998, between the Company and the purchasers named
therein, relating to Common Stock issuable on conversion
of Series B Convertible Preferred Stock
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.
By /s/ Stephen T. Wills
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Name: Stephen T. Wills
Title: Vice President and
Chief Financial Officer
Date: May 8, 1998
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