Palatin Technologies, Inc. Form 8-K April 17, 2006


Washington, D.C. 20549



Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934

Date of Report (Date of earliest event reported):   April 17, 2006

Palatin Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware 001-15543 95-4078884
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) identification number)

4C Cedar Brook Drive, Cranbury, NJ 08512
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (609) 495-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events

           On April 17, 2006, we issued a press release concerning the closing of our previously announced offering of 11,000,000 units of common stock and warrants at $2.44 per unit in a registered direct offering. Our gross proceeds are approximately $27 million. We intend to use the proceeds, after deducting offering costs, for general corporate purposes, including the clinical development of our lead product candidate, bremelanotide. We have included that press release as Exhibit 99 to this report.

Item 9.01  Financial Statements and Exhibits.

(c)   Exhibits:

  99     Press Release dated April 17, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 17, 2006   By:  /s/ Stephen T. Wills              
      Stephen T. Wills, CPA, MST
      Executive Vice President - Operations and
      Chief Financial Officer



  99 Press Release dated April 17, 2006