UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission file number: 001-15543

PALATIN TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		95-4078884
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

301 Carnegie Center Drive, Suite 304 Princeton, New Jersey		08540
(Address of principal executive offices)		(Zip Code)

(609) 495-2200

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange

on Which Registered

Common Stock, par value $0.01 per share

PTN

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date (February 13, 2026): 1,772,199

PALATIN TECHNOLOGIES, INC.

Table of Contents

	Page

Special Note Regarding Forward-Looking Statements	ii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets as of December 31, 2025 and June 30, 2025	1
Consolidated Statements of Operations for the Three and Six months ended December 31, 2025 and 2024	2
Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the Three and Six months ended December 31, 2025	3
Consolidated Statements of Changes in Stockholders’ Deficiency for the Three and Six months ended December 31, 2024	4
Consolidated Statements of Cash Flows for the Six months ended December 31, 2025 and 2024	5
Notes to Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk	24
Item 4. Controls and Procedures	24

PART II – OTHER INFORMATION	24

Item 1. Legal Proceedings	25
Item 1A. Risk Factors	25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3. Defaults Upon Senior Securities	26
Item 4. Mine Safety Disclosures	26
Item 5. Other Information	26
Item 6. Exhibits	27

Signatures	28

Special Note Regarding Forward-Looking Statements

In this Quarterly Report on Form 10-Q (this “Quarterly Report”) references to “we,” “our,” “us,” the “Company” or “Palatin” mean Palatin Technologies, Inc. and its subsidiary.

Statements in this Quarterly Report, as well as oral statements that may be made by us or by our officers, directors, or employees acting on our behalf, that are not historical facts constitute “forward-looking statements,” which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Quarterly Report do not constitute guarantees of future performance. Investors are cautioned that statements that are not strictly historical facts contained in this Quarterly Report, including, without limitation, the following are forward-looking statements:

	●	our ability to obtain additional financing on terms acceptable to us, or at all, including unavailability of funds or delays in receiving funds as a result of economic disruptions;

	●	our expectation that we will incur losses for the foreseeable future and may never achieve or maintain profitability;

	●	our business, financial condition, and results of operations may be adversely affected by increases in costs of and delays in conducting human clinical trials and the performance of our contractors and suppliers, reduction in our productivity or the productivity of our contractors and suppliers, supply chain constraints, and labor shortages;

	●	whether Boehringer Ingelheim International GmbH (“Boehringer Ingelheim”), which in August 2025 acquired certain Palatin intellectual property to first-in-class melanocortin receptor-targeted peptides developed by Palatin, will be able to successfully develop a product for the treatment of retinal diseases, including diabetic retinopathy;

	●	the results of further development, clinical trials and the timing of regulatory submissions with our late-stage products, including PL7737, an oral small molecule MC4R agonist, with an IND filing projected in the first half of calendar year 2026; a novel once-weekly melanocortin receptor-4 (“MC4R”) peptide agonist for obesity indications, with an Investigational New Drug (“IND”) filing projected in the second half of calendar year 2026; PL8177, an oral peptide formulation for treatment of ulcerative colitis, which reported positive topline data in a Phase 2 clinical trial proof-of-concept trial in the first quarter of 2025; and an MC4R agonist for diabetic nephropathy, which reported positive topline date in the fourth quarter of 2024;

	●	estimates of our expenses, future revenue and capital requirements;

	●	our ability to achieve profitability;

	●	our ability to advance product candidates into, and successfully complete, clinical trials;

	●	the initiation, timing, progress and results of future preclinical studies and clinical trials, and our research and development programs;

	●	the timing or likelihood of regulatory filings and approvals;

	●	our expectations regarding the clinical efficacy and utility of our melanocortin agonist product candidates for treatment of inflammatory and autoimmune related diseases and disorders, including ocular indications;

	●	our ability to compete with other products and technologies treating the same or similar indications as our product candidates;

	●	the ability of our contract manufacturers to perform their manufacturing activities for us in compliance with applicable regulations;

	●	our ability to recognize the potential value of our licensing arrangements with third parties;

	●	the potential to achieve revenues from the sale of our product candidates;

	●	our ability to obtain adequate reimbursement from private insurers and other healthcare payers;

	●	our ability to maintain product liability insurance at a reasonable cost or in sufficient amounts, if at all;

	●	the performance and retention of our management team, senior staff professionals, other employees, and third-party contractors and consultants;

	●	the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology in the United States and throughout the world;

	●	our compliance with federal and state laws and regulations;

	●	the timing and costs associated with obtaining regulatory approval for our product candidates;

	●	the impact of fluctuations in foreign exchange rates;

	●	the impact of any geopolitical instability, economic uncertainty, financial markets volatility, or capital markets disruption resulting from the ongoing military conflict between Russia and Ukraine or conflicts in the Middle East, and any resulting effects on our revenue, financial condition, or results of operations;

	●	the impact of legislative or regulatory healthcare reforms in the United States;

	●	our ability to adapt to changes in global economic conditions as well as competing products and technologies; and

	●	our ability to remain listed on the NYSE American stock exchange.

Such forward-looking statements involve risks, uncertainties and other factors that could cause our actual results to be materially different from historical results or from any results expressed or implied by such forward-looking statements. Our future operating results are subject to risks and uncertainties and are dependent upon many factors, including, without limitation, the risks identified under the caption “Risk Factors” and elsewhere in this Quarterly Report, and any of those made in our other reports filed with the U.S. Securities and Exchange Commission (the “SEC”). Except as required by law, we do not intend, and undertake no obligation, to publicly update forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

iii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

PALATIN TECHNOLOGIES, INC.

and Subsidiary

Consolidated Balance Sheets

(unaudited)

	December 31, 2025			June 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	14,476,162		$	2,564,265
Accounts Receivable		1,636,325			-
Other receivables		-			29,468
Prepaid expenses and other current assets		1,354,992			325,695
Total current assets		17,467,479			2,919,428

Property and equipment, net		113,485			129,444
Right-of-use assets - operating leases		346,764			161,166
Other assets		-			56,916
Total assets	$	17,927,728		$	3,266,954

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Current liabilities:
Accounts payable	$	5,453,080		$	6,998,806
Accrued expenses		659,841			881,412
Short-term operating lease liabilities		219,727			129,812
Total current liabilities		6,332,648			8,010,030

Long-term operating lease liabilities		129,061			33,969
Total liabilities		6,461,709			8,043,999

Commitments and contingencies (Note 10)					-

Stockholders’ equity (deficiency):
Preferred stock of $0.01 par value – authorized 10,000,000 shares: shares issued and outstanding designated as follows:
Series A Convertible: authorized 4,030 shares as of December 31, 2025: issued and outstanding 4,030 shares as of December 31, 2025 and June 30, 2025		40			40
Series D Convertible: authorized 3,400 shares as of December 31, 2025: issued and outstanding 3,400 shares as of December 31, 2025 and June 30, 2025		34			34
Preferred stock value		34			34
Common stock of $0.01 par value – authorized 300,000,000 shares:
issued and outstanding 1,757,199 shares as of December 31, 2025 and 929,597 shares as of June 30, 2025		17,572			9,296
Common stock of $0.01 par value – authorized 300,000,000 shares: issued and outstanding 1,757,199 shares as of December 31, 2025 and 929,597 shares as of June 30, 2025		17,572			9,296
Additional paid-in capital		473,108,599			454,287,484
Accumulated deficit		(461,660,226	)		(459,073,899	)
Total stockholders’ equity (deficiency)		11,466,019			(4,777,045	)
Total liabilities and stockholders’ equity (deficiency)	$	17,927,728		$	3,266,954

The accompanying notes are an integral part of these consolidated financial statements.

PALATIN TECHNOLOGIES, INC.

and Subsidiary

Consolidated Statements of Operations

(unaudited)

	2025			2024			2025			2024
	Three Months Ended December 31,						Six Months Ended December 31,
	2025			2024			2025			2024
REVENUES
Collaboration and license	$	116,036		$	-		$	8,963,586		$	-

OPERATING EXPENSES
Research and development		4,319,767			3,429,479			6,845,533			9,173,233
General and administrative		3,124,817			1,681,844			4,785,548			3,702,775
Gain on sale of Vyleesi		-			(2,500,000	)		-			(2,500,000	)
Total operating expenses		7,444,584			2,611,323			11,631,081			10,376,008

Loss from operations		(7,328,548	)		(2,611,323	)		(2,667,495	)		(10,376,008	)

OTHER INCOME (EXPENSE)
Investment income		65,185			29,044			83,668			107,620
Foreign currency transaction gain		-			143,600			-			12,000
Interest expense		(498	)		(3,803	)		(2,500	)		(9,743	)
Total other income (expense), net		64,687			168,841			81,168			109,877
NET LOSS	$	(7,263,861	)	$	(2,442,482	)	$	(2,586,327	)	$	(10,266,131	)

Basic and diluted net loss per common share	$	(2.86	)	$	(5.92	)	$	(1.47	)	$	(25.36	)

Weighted average number of common shares outstanding used in computing basic and diluted net loss per common share		2,539,632			412,697			1,755,641			404,799

The accompanying notes are an integral part of these consolidated financial statements.

PALATIN TECHNOLOGIES, INC.

and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)

(unaudited)

Three Months Ended December 31, 2025

		Shares		Amount	Shares		Amount	Shares			Amount			Capital			Deficit			Total
	Stockholders’ Equity (Deficiency)
		Series A Convertible Preferred Stock			Series D Convertible Preferred Stock			Common Stock						Additional Paid-in			Accumulated
		Shares		Amount	Shares		Amount	Shares			Amount			Capital			Deficit			Total
Balance September 30, 2025		4,030	$	40	3,400	$	34	973,291		$	9,734		$	454,782,956		$	(454,396,365	)	$	396,399
Stock-based compensation		-		-	-		-	6,456			64			310,675			-			310,739
Withholding taxes related to restricted stock units		-		-	-		-	(1,530	)		(15	)		(19,429	)					(19,444	)
Equity financing, net of costs		-		-	-		-	659,384			6,594			16,904,860			-			16,911,454
Warrant excercises		-		-	-		-	119,598			1,195			1,129,537			-			1,130,732
Net loss		-		-	-		-	-			-			-			(7,263,861	)		(7,263,861	)
Fractional shares		-		-	-		-	-			-			-			-			-
Shares released from abeyance		-		-	-		-	-			-			-			-			-
Balance December 31, 2025		4,030		40

SEC Form 10-Q filed by Palatin Technologies Inc.