UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10 - K/A


(Amendment No. 1)





[X] ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934





For the
fiscal year ended June 30, 2017





or





[
] 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.)4B Cedar Brook Drive
Cranbury, New Jersey

08512(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

Name of Each Exchange
on Which RegisteredCommon
Stock, par value $.01 per share

NYSE
MKT








Securities
registered pursuant to Section 12(g) of the Act: None


Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No
[X]





Indicate
by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No
[X]





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 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 [X]
No [ ]





Indicate
by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post
such files).Yes  [X]   No  [
]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ ]





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. (Check one):





Large
accelerated filer
☐
Accelerated
filer
☐Non-accelerated
filer company)
☐ (Do not check if a smaller reporting
company)
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 [X]





State
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 last sold, or the average bid and
asked price of such common equity, as of the last business day of
the registrant’s most recently completed second fiscal
quarter (December 31, 2016): $67,224,210.





Indicate
the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date
(September 21, 2017): 179,045,453.











Explanatory Note





On
September 25, 2017, Palatin Technologies, Inc. (the
“Company”)
filed its Annual Report on Form 10-K for its fiscal year ended June
30, 2017 (the “Initial
Report”). The Company inadvertently omitted the name
and conformed signature of its independent registered public
accounting firm, KPMG LLP, on the Consent of Independent Registered
Public Accounting Firm (the “Consent”), filed as Exhibit 23 to
the Initial Report. The purpose of this Amendment No. 1 on Form
10-K/A (this “Amendment”) is to correct the
Consent to include the name and conformed signature of KPMG
LLP.





As
required by Rule 12b-15 under the Securities Exchange Act of 1934,
as amended, new certifications of our principal executive officer
and principal financial officer are being filed as exhibits to this
Amendment. There are no changes to the Initial Report other than
those set forth above. This Amendment does not reflect events
occurring after the filing of the Initial Report, nor does it
modify or update disclosures therein in any way. Among other
things, forward-looking statements made in the Initial Report have
not been revised to reflect events that occurred or facts that
became known to us after the filing of the Initial Report, and such
forward-looking statements should be read in their historical
context. Accordingly, the Amendment should be read in conjunction
with the Initial Report and with our filings with the SEC
subsequent to the Initial Report, including any amendments to such
filings.   Because no financial statements have been included
in this Amendment and this Amendment does not contain or amend any
disclosure with respect to Items 307 and 308 of Regulation S-K,
paragraphs 3, 4, and 5 of the certifications have been
omitted.





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PART IV





ITEM 15. EXHIBITS AND CONSOLIDATED FINANCIAL





(a)
Documents filed as part of the report:





3.
Exhibits: The exhibits, listed on the accompanying exhibit index
that is set forth after the signature page, are filed or
incorporated by reference (as stated thereon) as part of this
Amendment No. 1 to Annual Report on Form 10-K.





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SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.





PALATIN TECHNOLOGIES, INC.





By:
/s/ Carl Spana


Carl
Spana, Ph.D.


President and Chief
Executive Officer


(principal
executive officer)











Date:
April 13, 2018








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Exhibit Index











Exhibit Number

Description of Exhibit23

Consent
of KPMG LLP, independent registered public accounting
firm.*31.1

Certification
of Chief Executive Officer (principal executive
officer).*31.2

Certification
of Chief Financial Officer (principal financial
officer).*32.1

Certification
of principal executive officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*32.2

Certification
of principal financial officer pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.*


____________________________





*Exhibit
filed or furnished with this report.


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