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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SPANA CARL

(Last) (First) (Middle)
PALATIN TECHNOLOGIES, INC.
11 DEER PARK DRIVE

(Street)
MONMOUTH JUNCTION, NJ 08852

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PALATIN TECHNOLOGIES INC [ PTN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/09/2025 A 110(1) A $0(1) 63,923 D
Common Stock 12/09/2025 A 380(2) A $0(2) 64,303 D
Common Stock 12/09/2025 A 395(3) A $0(3) 64,698 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $362.5 12/09/2025 A 163 12/09/2025(4) 06/22/2032 Common Stock 163 $0 122,776 D
Stock Option (Right to Buy) $109.5 12/09/2025 A 595 12/09/2025(5) 06/20/2033 Common Stock 595 $0 123,371 D
Stock Option (Right to Buy) $91.5 12/09/2025 A 568 12/09/2025(6) 06/04/2034 Common Stock 568 $0 123,939 D
Explanation of Responses:
1. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance condition grant, made June 22, 2022, vested in part on December 9, 2025, upon certification by the Compensation Committee of a defined performance objective as to 100% of the target number of share units for the 18 months ending December 31, 2025. The shares have not been issued as of the date of this Form 4, but will be issued on or before the 60th day following December 9, 2025.
2. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance condition grant, made June 20, 2023, vested in part on December 9, 2025, upon certification by the Compensation Committee of a defined performance objective as to 100% of the target number of share units for the 18 months ending December 31, 2025. The shares have not been issued as of the date of this Form 4, but will be issued on or before the 60th day following December 9, 2025.
3. Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance Restricted share units granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, without further payment, one share of common stock. The performance condition grant, made June 4, 2024, vested in part on December 9, 2025, upon certification by the Compensation Committee of a defined performance objective as to 100% of the target number of share units for the 18 months ending December 31, 2025. The shares have not been issued as of the date of this Form 4, but will be issued on or before the 60th day following December 9, 2025.
4. Performance-based stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock. The performance condition stock option grant, made June 22, 2022, vested in part on December 9, 2025, upon certification by the Compensation Committee of a defined performance objective as to 100% of the target number of share units for the 18 months ending December 31, 2025.
5. Performance-based Stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock. The performance condition stock option grant, made June 20, 2023, vested in part on December 9, 2025, upon certification by the Compensation Committee of a defined performance objective as to 100% of the target number of share units for the 18 months ending December 31, 2025.
6. Performance-based stock options granted under the 2011 Stock Incentive Plan, each of which represents the right to receive, upon payment of the exercise price, one share of common stock. The performance condition stock option grant, made June 4, 2024, vested in part on December 9, 2025, upon certification by the Compensation Committee of a defined performance objective as to 100% of the target number of share units for the 18 months ending December 31, 2025.
/s/ Carl Spana, by Stephen A. Slusher, Attorney-in-Fact 12/11/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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