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
July 8, 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.
On July 8, 1998, Palatin Technologies, Inc. (the "Company") sold 363,636
shares of common stock, $.01 par value, of the Company (the "Common Stock") to
TheraTech, Inc. ("TheraTech") (Nasdaq: THRT), for an aggregate purchase price of
$2,000,000. The Common Stock was sold to TheraTech, an accredited investor,
pursuant to Rule 506 of Regulation D promulgated under the Securities Act of
1933, as amended (the "Securities Act"). The net proceeds will be used for
research and development of the dosage form of PT-14, the Company's peptide
hormone product for the treatment of sexual dysfunction. See the Stock Purchase
Agreement filed as Exhibit 99.1 to this Form 8-K.
The Company has agreed to file and use its best efforts to cause to be
declared effective not later than November 5, 1998, a registration statement
under the Securities Act, registering for resale the Common Stock issued to
TheraTech. See the Registration Rights Agreement filed as Exhibit 99.2 to this
Form 8-K.
The Company and TheraTech previously announced they had entered into an
agreement, including a license to certain patents owned by TheraTech, to
collaboratively develop an oral transmucosal delivery system for PT-14.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
c) Exhibits
99.1 Stock Purchase Agreement dated as of July 6, 1998,
between the Company and TheraTech, Inc.
99.2 Registration Rights Agreement dated as of July 8, 1998,
between the Company and TheraTech, Inc.
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: July 9, 1998
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