Sec Form 4 Filing - SPANA CARL @ PALATIN TECHNOLOGIES INC - 2024-07-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person SPANA CARL 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 (Last) (First) (Middle) PALATIN TECHNOLOGIES, INC., 4B CEDAR BROOK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 07/15/2024 (Street) CRANBURY, NJ08512 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/15/2024 A 79,000 ( 1 ) A $ 0 ( 1 ) 331,686 D Common Stock 06/04/2024 A 8,185 ( 2 ) A $ 0 ( 2 ) 339,871 D Common Stock 06/04/2024 A 5,673 ( 3 ) A $ 0 ( 3 ) 345,544 D Common Stock 06/04/2024 A 5,318 ( 4 ) A $ 0 ( 4 ) 350,862 D Common Stock 06/04/2024 A 14,025 ( 5 ) A $ 0 ( 5 ) 364,887 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 1.83 07/15/2024 A 113,500 06/22/2026( 6 ) 06/22/2032 Common Stock 113,500 $ 0 316,537 D Stock Option (Right to Buy) $ 14.5 06/04/2024 A 13,565 06/04/2024( 7 ) 06/16/2030 Common Stock 13,565 $ 0 330,102 D Stock Option (Right to Buy) $ 13.75 06/04/2024 A 14,357 06/04/2024( 8 ) 06/22/2031 Common Stock 14,357 $ 0 344,459 D Stock Option (Right to Buy) $ 7.25 06/04/2024 A 7,912 06/04/2024( 9 ) 06/22/2032 Common Stock 7,912 $ 0 352,371 D Stock Option (Right to Buy) $ 2.19 05/06/2024 A 21,993 06/04/2024( 10 ) 06/20/2033 Common Stock 21,993 $ 0 374,364 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPANA CARL PALATIN TECHNOLOGIES, INC. 4B CEDAR BROOK DRIVE CRANBURY, NJ08512 X President and CEO Signatures /s/ Carl Spana 07/16/2024 Signature of Reporting Person Date

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 restricted share units vest at the rate of 25% per year, with the initial vesting on June 4, 2025. The restricted share units were granted by the Compensation Committee on June 4, 2024, which grant was subject to certification by the Chief Financial Officer that the shareholders had increased the shares reserved under the 2011 Stock Incentive Plan, and that there were no impediments to the grant of the options. The required certification was made on July 15, 2024. ( 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 16, 2020, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. 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 June 4, 2024. ( 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 condition grant, made June 22, 2021, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. 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 June 4, 2024. ( 4 )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 June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. 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 June 4, 2024. ( 5 )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 June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. 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 June 4, 2024. ( 6 )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, and which vest at the rate of 25% per year, with the initial vesting on June 4, 2025. The options were granted by the Compensation Committee on June 4, 2024, which grant was subject to certification by the Chief Financial Officer that the shareholders had increased the shares reserved under the 2011 Stock Incentive Plan, and that there were no impediments to the gr ant of the options. The required certification was made on July 15, 2024. ( 7 )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 16, 2020, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. ( 8 )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, 2021, vested in part on June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. ( 9 )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 June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024. ( 10 )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 June 4, 2024, upon certification by the Compensation Committee that a defined performance objective as to 85% of the target number of share units for the fiscal year ended June 30, 2024.

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