Sec Form 4 Filing - SPANA CARL @ PALATIN TECHNOLOGIES INC - 2023-06-20

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) 06/20/2023 (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 06/20/2023 A 66,000 ( 1 ) A $ 0 ( 1 ) 364,963 D Common Stock 06/20/2023 A 1,937 ( 2 ) A $ 0 ( 2 ) 366,900 D Common Stock 06/20/2023 A 5,273 ( 3 ) A $ 0 ( 3 ) 372,173 D Common Stock 06/20/2023 A 3,551 ( 4 ) A $ 0 ( 4 ) 375,724 D Common Stock 06/20/2023 A 2,844 ( 5 ) A $ 0 ( 5 ) 378,568 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) $ 2.19 06/20/2023 A 103,500 06/22/2027( 6 ) 06/22/2033 Common Stock 103,500 $ 0 0 D Stock Option (Right to Buy) $ 14.5 06/20/2023 A 8,739 06/20/2023( 7 ) 06/16/2030 Common Stock 8,739 $ 0 0 D Stock Option (Right to Buy) $ 13.75 06/20/2023 A 8,984 06/20/2023( 8 ) 06/22/2031 Common Stock 8,984 $ 0 0 D Stock Option (Right to Buy) $ 7.25 06/20/2023 A 4,231 06/20/2023( 9 ) 06/22/2032 Common Stock 4,231 $ 0 0 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, by Stephen A. Slusher, Attorney-in-Fact 06/22/2023 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 20, 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 24, 2019, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022. ( 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 16, 2020, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2020 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022. ( 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, 2021, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022. ( 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 22, 2022, vested in part on June 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of share units for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022. ( 6 )The options vest at the rate of 25% per year, with the initial vesting on June 20, 2024. ( 7 )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 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of stock option shares for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022. ( 8 )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 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of stock option shares for the fiscal year endi ng June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022. ( 9 )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 20, 2023, upon certification by the Compensation Committee that a defined performance objective as to 63% of the target number of stock option shares for the fiscal year ending June 30, 2023 had been achieved, based on performance criteria relating to advancement of melanocortin receptor-1 programs, including initiation of clinical trials, and progress in commercialization of Vyleesi. All share numbers in this Form 4 give effect to a 1-for-25 reverse split of issued and outstanding common stock effective on August 30, 2022.

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