SEC Comment Letter for PALATIN TECHNOLOGIES INC (PTN, PTNT) (CIK 0000911216) (PTN) — Mar 19, 2009
PALATIN TECHNOLOGIES INC (PTN, PTNT) (CIK 0000911216)
Date: March 19, 2009 · CIK: 0000911216 · Accession: 0000000000-09-014055
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-15543
Letter
Mail Stop 6010 March 19, 2009 Mr. Stephen T. Willis Executive Vice President – Operations and Chief Financial Officer Palatin Technologies, Inc. 4C Cedar Brook Drive Cranbury, NJ 08512
Re: Palatin Technologies, Inc. Preliminary Proxy Statement on Schedule 14A Filed March 16, 2009 File No. 001-15543
Dear Mr. Willis:
This is to advise you that we have limited our review of the above-captioned filing to the matters identified in the comments that follow.
Where indicated, we think you should revise your filing in response to our comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requir ements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or on any other aspe ct of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
PRE 14A
1. We note that the proposal to complete a re verse stock split of your outstanding common shares will not affect the number of common sh ares authorized in the restated certificate of incorporation. Please revi se the discussion of the proposed reverse stock plot in your proxy statement to address whether the Compan y has any plans to is sue shares that will be newly available for issuance as a result of the reverse stock split.
* * *
Mr. Stephen T. Willis Palatin Technologies, Inc. March 19, 2009 Page 2 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furn ish a cover letter with your amendment that keys your responses to our comments and pr ovides any requested information. Detailed cover lette rs greatly facilitate our review . Please understand that we may have additional comments afte r reviewing your amendment and responses to our comments. We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure in the filing to be certain that the filing includes all information re quired under the Securities Exchange Act of 1934 and that they have provi ded all information investors require for an informed investment decision. Since the compa ny and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of the disclosures they have made.
In connection with responding to our comme nts, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the sta ff of the Division of Corporati on Finance in our review of your filing or in response to our comments on your filing. Please contact Daniel Greenspan, Special C ounsel, at (202) 551-3623 with any questions. S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r
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Mail Stop 6010 March 19, 2009
Mr. Stephen T. Willis
Executive Vice President – Operations
and Chief Financial Officer
Palatin Technologies, Inc. 4C Cedar Brook Drive
Cranbury, NJ 08512
Re: Palatin Technologies, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed March 16, 2009
File No. 001-15543
Dear Mr. Willis:
This is to advise you that we have limited our review of the above-captioned filing to the
matters identified in the comments that follow.
Where indicated, we think you should revise your filing in response to our comments. If
you disagree, we will consider your explanation as to why our comment is inapplicable or a
revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing
this information, we may or may not raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
you may have about our comments or on any other aspe ct of our review. Feel free to call us at
the telephone numbers listed at the end of this letter.
PRE 14A
1. We note that the proposal to complete a re verse stock split of your outstanding common
shares will not affect the number of common sh ares authorized in the restated certificate
of incorporation. Please revi se the discussion of the proposed reverse stock plot in your
proxy statement to address whether the Compan y has any plans to is sue shares that will
be newly available for issuance as a result of the reverse stock split.
* * *
Mr. Stephen T. Willis
Palatin Technologies, Inc.
March 19, 2009
Page 2
As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response. You may wish to provide us
with marked copies of the amendment to expedite our review. Please furn ish a cover letter with
your amendment that keys your responses to our comments and pr ovides any requested
information. Detailed cover lette rs greatly facilitate our review . Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision. Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Daniel Greenspan, Special C ounsel, at (202) 551-3623 with any questions.
S i n c e r e l y , J e f f r e y P . R i e d l e r A s s i s t a n t D i r e c t o r