CRANBURY, N.J., July 2, 2012 /PRNewswire/ -- Palatin Technologies, Inc. (NYSE MKT: PTN) today announced that it has entered into a definitive securities agreement and priced a private placement of 3,873,000 shares of its common stock, Series A warrants to purchase 31,988,151 shares of its common stock, and Series B warrants to purchase 35,488,380 shares of its common stock. Funds under the management of QVT Financial LP have agreed to pay $0.50 for each share of common stock and $0.49 for each Series A warrant and each Series B warrant, resulting in gross proceeds to Palatin of $35,000,000, with net proceeds, after deducting estimated offering expenses, of approximately $34,500,000. The private placement is expected to close on or about July 5, 2012, subject to customary closing conditions. Palatin intends to use the proceeds from this offering for general corporate purposes and working capital, including its clinical trial program with bremelanotide for female sexual dysfunction, preclinical and clinical development of its melanocortin receptor-1 peptide program, preclinical and clinical development of its PL-3994 program and preclinical and clinical development of other portfolio products. Both Series A and Series B warrants are exercisable at an initial exercise price of $0.01 per share. The Series A warrants are exercisable immediately upon issuance and expire on the tenth anniversary of the date of issuance. The Series B warrants are also exercisable immediately upon issuance, but only if Palatin's stockholders increase the number of its authorized shares of common stock, and expire on the tenth anniversary of the date of the increase in the number of authorized shares. Both the Series A warrants and the Series B warrants are subject to limitation on exercise if the holder and its affiliates would beneficially own more than 9.99% of the total number of Palatin's shares of common stock following such exercise. The securities offered and to be sold by Palatin in the private placement have not been registered under the Securities Act of 1933, as amended, or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission ("SEC") or an applicable exemption from registration requirements. Palatin has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issued in the private placement and issuable upon exercise of the Series A and Series B warrants. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.