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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
Amendment No. 1
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-22686
PALATIN TECHNOLOGIES, INC.
(Name of small business issuer in its charter)
DELAWARE 95-4078884
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
214 CARNEGIE CENTER - SUITE 100
PRINCETON, NEW JERSEY 08540
(Address of principal executive offices) (Zip Code)
Issuer' telephone number: (609) 520-1911
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or by any
amendment to this Form 10-KSB. [ ]
The issuer's revenues for the period ended June 30, 1998 were $33,967.
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of September
17, 1998, was $12,636,874.
As of September 17, 1998, 4,577,300 shares of the registrant's common stock, par
value $.01 per share, were outstanding.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
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The undersigned Registrant hereby amends Item 11 of its Annual Report on Form
10-KSB for the fiscal year ended June 30, 1998 as set forth below:
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Set forth below is information, as of September 17, 1998, concerning
the stock ownership and voting power of all persons (or groups of persons) known
by the Company to be the beneficial owners of more than five percent of the
Common Stock or Series A Preferred Stock, each director of the Company, each of
the executive officers included in the Summary Compensation Table and all
directors and executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF OF BENEFICIAL PERCENT OF PERCENT OF
CLASS NAME OF BENEFICIAL OWNER (1) OWNERSHIP (2)(3) CLASS VOTING POWER (3)
- ------- ---------------------------- ----------------- ---------- ----------------
<S> <C> <C> <C> <C>
Common Edward J. Quilty 364,154(4) 7.4% *
Common Carl Spana, Ph.D. 118,713(5) 2.5% *
Common Charles L. Putnam 82,308(6) 1.8% *
Common Michael S. Weiss 52,914(7) 1.1% *
Common James T. O'Brien 11,981(8) * *
Common John K.A. Prendergast, Ph.D. 61,672(9) 1.3% *
Common Robert G. Moussa 2,133(10) * *
Common Lindsay A. Rosenwald, M.D.(11) 1,118,475(12) 22.3% 14.2%
Common RAQ, LLC(11) 358,245(13) 7.8% 5.7%
Common Paramount Capital Asset Management, Inc.(11) 606,547(14) 12.5% 8.5%
Common The Aries Trust, a Cayman Islands trust(15) 414,425(16) 8.7% 5.8%
Common Aries Domestic Fund, L.P.(11) 192,454(17) 4.1% 2.6%
Common Essex Woodlands Health Ventures, L.P. Fund III(18) 309,278 6.8% 4.9%
Common TheraTech, Inc.(19) 363,636 7.9% 5.8%
Series A Michael S. Weiss 770(7) * *
Preferred
Series A Lindsay A. Rosenwald, M.D.(11) 15,079(20) 18.2% 4.9%
Preferred
Series A Paramount Capital Asset Management, Inc.(11) 11,000(21) 13.3% 3.6%
Preferred
All directors and executive officers as a group 745,958(22) 14.2% 1.3%
(eight (8) persons)
- -----------------------
*Less than one percent.
</TABLE>
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(1) The address for all beneficial owners is c/o Palatin Technologies,
Inc., 214 Carnegie Center, Suite 100, Princeton, NJ 08540 unless
otherwise noted.
(2) With respect to Common Stock, this column includes shares of Common
Stock issuable upon conversion of Series A Preferred Stock. With
respect to both Common Stock and Series A Preferred Stock, this
column includes shares of Common Stock or Series A Preferred Stock
issuable upon exercise of options or warrants currently exercisable
or exercisable within 60 days following September 17, 1998.
Beneficial ownership includes direct or indirect voting or investment
power. All shares listed in the table are beneficially owned and sole
voting and investment power is held by the persons named, except as
otherwise noted. Beneficial ownership assumes no adjustment within
the next 60 days due to anti-dilution, price protection or conversion
price adjustment provisions of any convertible security issued by the
Company, including without limitation outstanding warrants and Series
A Preferred Stock, as a result of the issuance or sale of securities
of the Company on or after the date hereof.
(3) The Common Stock has one vote for each share and the Series A
Preferred Stock has approximately 20.5 votes for each share, subject
to adjustment upon the occurrence of certain events. Voting power is
calculated based on the aggregate of Common Stock and Series A
Preferred Stock outstanding as of September 17, 1998. On September
17, 1998 there were 4,577,300 shares of Common Stock outstanding and
82,796 shares of Series A Preferred Stock outstanding, entitled to a
maximum of 1,700,123 votes in the aggregate. In the case of Series A
Preferred Stock voting separately as a class, voting power is equal
to the percent of the class owned.
(4) Includes (i) 59,898 shares of Common Stock issuable upon exercise of
options granted pursuant to RhoMed's 1995 Employee Incentive Stock
Option Plan, of which options with respect to 53,908 shares of Common
Stock are currently exercisable and options with respect to 5,990
shares of Common Stock will become exercisable within 60 days
following September 17, 1998; (ii) 30,000 shares of Common Stock
issuable upon exercise of options granted pursuant to the 1996 Stock
Option Plan; (iii) 176,866 shares of Common Stock issuable upon
exercise of anti-dilution options granted by the Company, of which
options with respect to 156,831 shares of Common Stock are currently
exercisable and options with respect to 20,035 shares of Common Stock
will become exercisable within 60 days following September 17, 1998;
and (iv) 49,472 shares of Common Stock issuable upon exercise of
options granted pursuant to the 1997 Executive Officers Stock Option
Agreement, of which options with respect to 43,651 shares of Common
Stock are currently exercisable and options with respect to 5,821
shares of Common Stock will become exercisable within 60 days
following September 17, 1998
(5) Includes (i) 74,196 shares of Common Stock issuable upon exercise of
currently exercisable options granted pursuant to the Carl Spana
Stock Option Agreement; (ii) 15,000 shares of Common Stock issuable
upon exercise of options granted pursuant to the 1996 Stock Option
Plan; and (iii) 17,844 shares of Common Stock issuable upon exercise
of options granted pursuant to the 1997 Executive Officers Stock
Option Agreement. Does not include 8,922 shares of Common Stock
issuable upon exercise of options not exercisable within 60 days
following September 17, 1998.
(6) Includes (i) 49,464 shares of Common Stock issuable upon exercise of
currently exercisable options granted pursuant to the Charles L.
Putnam Stock Option Agreement; (ii) 15,000 shares of Common Stock
issuable upon exercise of options granted pursuant to the 1996 Stock
Option Plan; and (iii) 17,844 shares of Common Stock issuable upon
exercise of options granted pursuant to the 1997 Executive Officers
Stock Option Agreement. Does not include 33,654 shares of Common
Stock issuable upon exercise of options not exercisable within 60
days following September 17, 1998.
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(7) Includes (i) 12,196 shares of Common Stock issuable upon exercise of
currently exercisable warrants; (ii) 15,812 shares of Common Stock
issuable upon conversion of 770 shares of Series A Preferred Stock
issuable on exercise of currently exercisable warrants; and (iii)
11,981 shares of Common Stock issuable upon exercise of options
granted pursuant to the 1996 Stock Option Plan, of which options with
respect to 11,270 shares of Common Stock are currently exercisable
and options with respect to 711 shares of Common Stock will become
exercisable within 60 days following September 17, 1998. Does not
include 18,213 shares of Common Stock issuable upon exercise of
options granted pursuant to the 1996 Stock Option Plan not
exercisable within 60 days following September 17, 1998.
(8) Represents 11,981 shares of Common Stock issuable upon exercise of
options granted pursuant to the 1996 Stock Option Plan, of which
options with respect to 11,270 shares of Common Stock are currently
exercisable and options with respect to 711 shares of Common Stock
will become exercisable within 60 days following September 17, 1998.
Does not include 18,213 shares of Common Stock issuable upon exercise
of options granted pursuant to the 1996 Stock Option Plan not
exercisable within 60 days following September 17, 1998.
(9) Includes (i) 45,833 shares of Common Stock issuable upon exercise of
options granted to Summercloud pursuant to the 1996 Stock Option
Plan, of which options with respect to 37,500 shares of Common Stock
are currently exercisable and options with respect to 8,333 shares of
Common Stock will become exercisable within 60 days following
September 17, 1998; and (ii) 4,166 shares of Common Stock issuable
upon exercise of options granted pursuant to the 1996 Stock Option
Plan. Does not include 21,668 shares of Common Stock issuable upon
exercise of options granted pursuant to the 1996 Stock Option Plan
not exercisable within 60 days following September 17, 1998, of which
4,167 shares of Common Stock are issuable upon exercise of options
granted to Summercloud.
(10) Represents 2,133 shares of Common Stock issuable upon exercise of
options granted pursuant to the 1996 Stock Option Plan, of which
options with respect to 1,422 shares of Common Stock are currently
exercisable and options with respect to 711 shares of Common Stock
will become exercisable within 60 days following September 17, 1998.
Does not include 10,711 shares of Common Stock issuable upon exercise
of options granted pursuant to the 1996 Stock Option Plan not
exercisable within 60 days following September 17, 1998.
(11) Address is c/o Paramount Capital, Inc., 787 Seventh Avenue, New York,
NY 10019.
(12) Includes (i) 69,592 shares of Common Stock issuable upon exercise of
currently exercisable warrants held by Dr. Rosenwald; (ii) 83,759
shares of Common Stock issuable upon conversion of 4,079 shares of
Series A Preferred Stock issuable upon exercise of currently
exercisable warrants held by Dr. Rosenwald; (iii) 358,245 shares of
Common Stock owned by RAQ, LLC, of which Dr. Rosenwald is President;
(iv) 232,734 shares of Common Stock outstanding and 133,470 shares of
Common Stock issuable upon conversion of 6,500 shares of Series A
Preferred Stock, owned by The Aries Trust, a Cayman Islands trust
("The Aries Trust"); (v) 93,189 shares of Common Stock outstanding
and 71,868 shares of Common Stock issuable upon conversion of 3,500
shares of Series A Preferred Stock, owned by Aries Domestic Fund,
L.P. ("Aries Domestic Fund"); (vi) 20,211 shares of Common Stock
issuable upon exercise of currently exercisable warrants held by
Aries Domestic Fund; (vii) 34,874 shares of Common Stock issuable
upon exercise of currently exercisable warrants held by The Aries
Trust; (viii) 7,186 shares of Common Stock issuable upon conversion
of 350 shares of Series A Preferred Stock issuable upon exercise of
currently exercisable warrants held by Aries Domestic Fund; and (ix)
13,347 shares of Common Stock issuable upon conversion of 650 shares
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of Series A Preferred Stock issuable upon exercise of currently
exercisable warrants held by The Aries Trust. Dr. Rosenwald shares
voting and investment power as to the foregoing shares. Dr. Rosenwald
is the Chairman of the Board and sole stockholder of Paramount
Capital and is the President, Chairman of the Board and sole
shareholder of Paramount Capital Asset Management, Inc., the general
partner of Aries Domestic Fund and the investment manager of The
Aries Trust. Paramount Capital Asset Management, Inc. and Dr.
Rosenwald disclaim beneficial ownership of the securities held by
Aries Domestic Fund and The Aries Trust, except to the extent of
their pecuniary interest therein, if any. Does not include any shares
of Common Stock owned or issuable upon exercise of currently
exercisable warrants by employees of Paramount Capital or Paramount
Capital Investments of which Dr. Rosenwald is the Chairman of the
Board and President.
(13) RAQ, LLC shares voting and investment power as to these shares. All
of the shares of Common Stock owned by RAQ, LLC are also included in
the beneficial ownership of Lindsay A. Rosenwald, M.D., as explained
in note (12) above.
(14) Includes (i) 232,734 shares of Common Stock outstanding and 133,470
shares of Common Stock issuable upon conversion of 6,500 shares of
Series A Preferred Stock, owned by The Aries Trust; (ii) 93,189
shares of Common Stock outstanding and 71,868 shares of Common Stock
issuable upon conversion of 3,500 shares of Series A Preferred Stock,
owned by Aries Domestic Fund; (iii) 20,211 shares of Common Stock
issuable upon exercise of currently exercisable warrants held by
Aries Domestic Fund; (iv) 34,874 shares of Common Stock issuable upon
exercise of currently exercisable warrants held by The Aries Trust;
(v) 7,186 shares of Common Stock issuable upon conversion of 350
shares of Series A Preferred Stock issuable upon exercise of
currently exercisable warrants held by Aries Domestic Fund; and (vi)
13,347 shares of Common Stock issuable upon conversion of 650 shares
of Series A Preferred Stock issuable upon exercise of currently
exercisable warrants held by The Aries Trust. Dr. Rosenwald and
Paramount Capital Asset Management, Inc. share voting and investment
power as to the foregoing shares. Paramount Capital Asset Management,
Inc. and Dr. Rosenwald disclaim beneficial ownership of the
securities held by Aries Domestic Fund and The Aries Trust, except to
the extent of their pecuniary interest therein, if any. All of the
shares owned or purchasable by Paramount Capital Asset Management,
Inc. are also included in the beneficial ownership of Lindsay A.
Rosenwald, M.D., as explained in note (12) above.
(15) Address is c/o MeesPierson (Cayman) Limited, P.O. Box 2003, British
American Centre, Phase 3, Dr. Roy's Drive, George Town, Grand Cayman.
(16) Includes (i) 133,470 shares of Common Stock issuable upon conversion
of 6,500 shares of Series A Preferred Stock; (ii) 34,874 shares of
Common Stock issuable upon exercise of currently exercisable
warrants; and (iii) 13,347 shares of Common Stock issuable upon
conversion of 650 shares of Series A Preferred Stock issuable upon
exercise of currently exercisable warrants. The Aries Trust shares
voting and investment power as to the foregoing shares. All of the
shares owned or purchasable by The Aries Trust are also included in
the beneficial ownership of Lindsay A. Rosenwald, M.D. and of
Paramount Capital Asset Management, Inc., as explained in notes (12)
and (14) above.
(17) Includes (i) 71,868 shares of Common Stock issuable upon conversion
of 3,500 shares of Series A Preferred Stock; (ii) 20,211 shares of
Common Stock issuable upon exercise of currently exercisable
warrants; and (iii) 7,186 shares of Common Stock issuable upon
conversion of 350 shares of Series A Preferred Stock issuable upon
exercise of currently exercisable warrants. Aries Domestic Fund
shares voting and investment power as to the foregoing shares. All of
the shares owned or purchasable by Aries Domestic Fund are also
included in the beneficial ownership of Lindsay A. Rosenwald, M.D.
and of Paramount Capital Asset Management, Inc., as explained in
notes (12) and (14) above.
(18) Address is 2170 Buckthorne, Suite 170, The Woodlands, TX 77380.
(19) Address is 417 Wakara Way, Salt Lake City, UT 84198.
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(20) Includes (i) 6,500 shares of Series A Preferred Stock owned by The
Aries Trust; (ii) 3,500 shares of Series A Preferred Stock owned by
Aries Domestic Fund; (iii) 650 shares of Series A Preferred Stock
issuable upon exercise of currently exercisable warrants held by The
Aries Trust; and (iv) 350 shares of Series A Preferred Stock issuable
upon exercise of currently exercisable warrants held by Aries
Domestic Fund. Dr. Rosenwald shares voting and investment power as to
the foregoing shares. See note (12) above.
(21) Includes (i) 6,500 shares of Series A Preferred Stock owned by The
Aries Trust (ii) 3,500 shares of Series A Preferred Stock owned by
Aries Domestic Fund; (iii) 650 shares of Series A Preferred Stock
issuable upon exercise of currently exercisable warrants held by The
Aries Trust; and (iv) 350 shares of Series A Preferred Stock issuable
upon exercise of currently exercisable warrants held by Aries
Domestic Fund. Paramount Capital Asset Management, Inc. shares voting
and investment power as to the foregoing shares. See note (14) above.
(22) Includes 661,769 shares of Common Stock issuable on exercise of
options and warrants, of which 615,290 are currently exercisable and
46,479 will become exercisable within 60 days following September 17,
1998. Does not include 115,548 shares of Common Stock issuable upon
exercise of options not exercisable within 60 days following
September 17, 1998.
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<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PALATIN TECHNOLOGIES, INC.
Date: October 2, 1998
By: /s/ Stephen T. Wills
-------------------------------
Stephen T. Wills
Vice President and Chief
Financial Officer (principal
financial and accounting officer)
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