Palatin Technologies, Inc. (0KF3) Earnings Call Transcript & Summary

June 25, 2020

GB shareholder_meeting 21 min

Earnings Call Speaker Segments

Operator

operator
#1

Ladies and gentlemen, thank you for standing by. And welcome to the Palatin Technologies, Inc. Annual Meeting. I would now like to hand the conference over to one of your speakers today, Dr. Carl Spana. Sir, please go ahead.

Carl Spana

executive
#2

Thank you. Will the meeting please come to order? I am Carl Spana, President and Chief Executive Officer of Palatin Technologies, Inc. I will give a brief presentation on Palatin immediately following the business meeting, and Stephen T. Wills, Chief Financial and Operating Officer of Palatin, will preside at the business meeting. Along with my fellow directors and executive officers of the company, I would like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of Palatin. This Annual Meeting of the Stockholders is held pursuant to the bylaws of the company and written notice to all stockholders. I will now turn the meeting over to Stephen Wills, who will preside at the meeting.

Steve Wills

executive
#3

Thank you, Dr. Spana. You are participating in this meeting virtually. [Operator Instructions] After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. At this time, I would like to introduce the directors of Palatin who are in attendance online today. We welcome the Chairman of Palatin Technologies, John Michael Prendergast. We also have Angela Rossetti and Anthony Manning as our additional directors online. Palatin executives who are in attendance, you've already heard from Dr. Carl Spana, President and CEO of Palatin Technologies; myself, Steve Wills; and Stephen Slusher, Chief Legal Officer and Assistant Secretary. I will act as Chair of this meeting of stockholders, and Mr. Slusher will act as secretary of the meeting. Also attending the meeting online is Vincent Groves of KPMG, our independent auditors. Although KPMG has indicated that it does not wish to make a statement, Mr. Groves is available to respond to appropriate questions during the general question-and-answer period. The Board of Directors has appointed Christopher J. Woods of American Election Services to serve as the independent inspector of the election for this meeting. I request that he file his oath of office with the secretary of the meeting for inclusion in the minutes of this meeting. Will the secretary please report on the proof of notice of meeting?

Stephen Slusher

executive
#4

I have an affidavit of mailing from Broadridge Financial Solutions certifying as to the giving of notice of this meeting and sending the stockholders of record as of April 29, 2020, the notice of Internet availability of proxy material, all of which Broadridge commenced distributing to stockholders on May 11, 2020. I also have a copy of the annual report for the fiscal year ended June 30, 2019, which includes financial statements certified by KPMG. A copy of this annual report was sent or made available to each stockholder entitled to vote at this meeting and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing together with the attachments and the annual report will be filed with the minutes of this meeting.

Steve Wills

executive
#5

The secretary has the list of the holders of record of common stock of the company at the close of business on April 29, 2020. This list of stockholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. This list is available for inspection during this meeting by any stockholder on the website used to access this meeting. The secretary will please file a copy of the list of stockholders with the records of the company. Mr. Slusher, will you please present your report of attendance at this meeting so that we can determine whether a quorum is present?

Stephen Slusher

executive
#6

Mr. Chairman, on April 29, 2020, the record date for this Annual Meeting, there were outstanding and entitled to vote a total of 229,258,400 shares of common stock and 4,030 shares of Series A preferred with approximately 16 votes per share, a total of 66,059. I have been informed by the inspector of elections that there are 158,223,102 shares of stock represented by proxy or approximately 69% of all the shares entitled to vote at this Annual Meeting. The shares so represented exceed 50% of the total shares entitled to vote at this meeting and thus, constitute a quorum.

Steve Wills

executive
#7

Thank you, Mr. Slusher. On the basis of the report of the secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, the meeting has been properly convened. It is 09:05 a.m. Eastern Time on June 25, 2020, and the polls for voting on all matters are open. All Palatin stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls and the inspector of election will provide his preliminary report. We'll move now to a review of the proposals. Proposal 1, the election of directors. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing each of the 8 directors for a 1-year term expiring at the next Annual Meeting of Stockholders. The nominees are Dr. Carl Spana, John Prendergast, Robert deVeer, J. Stanley Hall, Alan Dunton, Arlene Morris and Anthony Manning. Information concerning their principal occupations, service as Palatin Board members, skills and qualifications and other matters, which may be of interest are contained in the proxy statement. No other nominations have been received. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Are there any questions or comments on the first proposal? Seeing none, we'll move on to the second proposal. Proposal 2, ratification of independent registered public accounting firm. Proposal 2 ask stockholders to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending June 30, 2020, including auditing the company's financial statements for the fiscal year ending June 30, 2020. Are there any questions or comments on this proposal? Seeing none, I'll move on the final proposal. Proposal 3, approval of the amended and restated 2011 Stock Incentive Plan. The next matter to come before the meeting is a resolution for approval of an amendment to the company's amended and restated 2011 Stock Incentive Plan to increase the share reserve of the plan by 10 million shares of our common stock. Our Compensation Committee and Board approved the amended 2011 Stock Incentive Plan, subject to the approval by our stockholders at this Annual Meeting. If this Proposal 3 is approved by our stockholders, the amended 2011 Stock Incentive Plan will become effective upon the date of the Annual Meeting. In the event that our stockholders do not approve Proposal 5 (sic) [ 3 ], the amended 2011 Stock Incentive Plan will not become effective and existing plan will continue in its current form. Are there any questions or comments on this proposal? Seeing none, I'll move on to the next proposal, which is Proposal 4. Proposal 4 is the approval of amendment to our restated certificate of incorporation to increase the number of authorized shares of common stock. The company's restated certificate of incorporation to increase our authorized common stock from 300 million shares to 500 million shares. This matter requires an affirmative vote of a majority of all outstanding common stock of the company. While I am advised that a majority of the stockholders voting on this matter have voted for it, it does not appear that this will be a majority of outstanding common stock. In order to allow additional time for the company to solicit proxies with respect to this proposal to approve an amendment to our certificate of incorporation to effect an increase in authorized common stock included in our notice and proxy statement relating to this Annual Meeting, our Board of Directors believes that it is advisable to adjourn this Annual Meeting with respect to such proposal, and only for this proposal. For that reason, I will now entertain a motion to adjourn the meeting and to reconvene the meeting with respect to such proposal at 9:00 a.m. Eastern Standard Time on Thursday, July 23, 2020, by means of a virtual meeting at the same web address at this meeting.

Stephen Slusher

executive
#8

So moved.

Steve Wills

executive
#9

All in favor? [Voting]

Steve Wills

executive
#10

Opposed? [Voting]

Steve Wills

executive
#11

Okay. I now declare that the motion is passed. The meeting will be adjourned with respect to the proposal to approve an amendment to our certificate of incorporation to effect an increase in authorized common stock and that the meeting will be reconvened with respect to such proposal at 9:00 Eastern Standard time on Thursday, July 23, 2020, by means of a virtual meeting at the same web address at this meeting. All stockholders of record as of April 29, 2020, which is the record date for this meeting, will be entitled to vote on such proposal at the reconvened meeting. Now moving to Proposal 5, which is the advisory approval of the compensation of our named executive officers. Proposal 5 ask stockholders to approve an advisory resolution on the compensation of our named executive officers for the fiscal year ended June 30, 2019, all as described in our proxy statement. This proposal is advisory. Although nonbinding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which our Compensation Committee and our Board of Directors will be able to consider when making future executive compensation decisions. Are there any questions or comments on this proposal? Seeing none, I recognize the secretary of the meeting.

Stephen Slusher

executive
#12

The polls are about to close, so if you have not yet voted and desired to vote at this meeting, please do so. [Voting]

Stephen Slusher

executive
#13

Since everyone has had the opportunity to vote, it is now 9:12 a.m., and the polls are closed. The inspector of elections has delivered his preliminary report, and I will now announce the preliminary results. Mr. Chairman, based on the inspector of elections' preliminary report, each of the nominees has received over 50% of the votes cast in favor of his/her election and has been elected as a director of the company to serve for a 1-year term that will expire in 2021. The ratification of KPMG as the company's independent registered public accounting firm received more than 89% of the votes in favor, and the appointment has been ratified. The amendment to the company's amended and restated 2011 Stock Incentive Plan has been approved by more than 64% of the votes in favor of the proposal. And the resolution, on an advisory basis, for the compensation of our named executive officers for the fiscal year ended June 30, 2019, received more than 70% of the votes cast in favor of the proposal and has been approved. We will file the final report of the inspector of elections with the records of this meeting after verifying the additional votes, if any, that were cast during the meeting. We expect to report the definitive results of the voting of this meeting on a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting.

Steve Wills

executive
#14

Okay. I was just adjusting my math, sorry for the delay there. That concludes the business for the meeting. The meeting is now adjourned. And with respect to the proposal to approve an amendment to our certificate of incorporation to effect an increase in authorized common stock, this meeting will be reconvened at 9:00 a.m. Eastern Standard Time on Thursday, July 23, 2020, by means of a virtual meeting at the same web address at this meeting -- as this meeting. All stockholders of record as of April 29, 2020, which is the record date for this meeting will be entitled to vote on such proposal at the reconvened meeting. Dr. Spana will now provide a brief overview of Palatin and our programs, following which I will respond with Dr. Spana to any questions submitted during the Annual Meeting. [Operator Instructions] Dr. Spana, could you please present Palatin overview?

Carl Spana

executive
#15

Thank you, Mr. Wills. Dear fellow shareholders, we sincerely hope that you and your families are safe and healthy as you deal with the life-altering changes brought about by the COVID-19 pandemic. As economic activity resumes, we believe the pandemic will have had a limited adverse impact on our operations. However, we understand there can be further disruptions to business activity based on resurgence of the virus and we'll take steps to be as prepared as possible for this potential outcome. On June 23, 2019, the U.S. Food and Drug Administration approved Vyleesi for the treatment of premenopausal women with hypoactive sexual desire disorder. This was a major accomplishment for us and the culmination of years of hard work. This also resulted in a $60 million milestone payment from AMAG Pharmaceuticals, our North American licensing partner. To date, we have received $165 million in Vyleesi licensing revenue. AMAG began a limited launch of Vyleesi in September 2019. Unfortunately, this launch has been adversely impacted by a change to the strategy -- strategic direction at AMAG. In January of this year, AMAG announced that it will divest Vyleesi. At this time, there has been no announcement as to if there will be a new North American licensee or if Palatin will regain the rights to Vyleesi. We anticipate making an announcement in this regard within the next 30 days. Palatin continues on Vyleesi collaborations for territories outside the currently licensed territory of North America, China and Korea and anticipate executing multiple agreements during the second half of calendar year 2020 and calendar year 2021. A Phase II clinical study with PL-9643 for dry eye disease started in January 2020, and active patients continue treatment and monthly clinic visits. Enrollment of additional cohorts has been delayed, but we anticipate restarting enrollment within the next month. Data readout is targeted for the fourth quarter of calendar year 2020. We announced earlier this week that we are developing PL-8177 as a treatment for patients with COVID-19. This decision was based on positive results in multiple preclinical inflammatory disease models and a lung injury model, which showed the ability of PL-8177 to reduce inflammation, protect lung tissue and reduce lung fibrosis. In addition, we have had discussions with BARDA and the FDA and are incorporating their advice into our PL-8177 development plan. We currently plan to submit an IND in the third quarter of calendar year 2020 and expect a Phase II clinical trial initiation in the fourth quarter of calendar year 2020. Regarding our PL-8177 oral formulation for ulcerative colitis, our diabetic retinopathy and noninfectious uveitis programs, we have been able to continue all the preclinical activities required to move into clinical trials. And we anticipate that the pandemic will have a minor impact on the start of their clinical trials, which will be in 2021. With approximately $89 million in cash and no debt at March 31, 2020, we have the financial strength to execute our operating plan to advance our autoimmune and anti-inflammatory programs and take the appropriate steps to ensure that we receive full value for our Vyleesi programs throughout the globe. Please stay safe during these trying times. Thank you for going -- your ongoing support and continued interest in Palatin Technologies. Steve, any questions?

Steve Wills

executive
#16

Thank you, Dr. Spana. We do have several questions. They all seem to center around the timing related to AMAG's divestiture of Vyleesi. These questions were actually submitted prior to your statement and overview, Carl. So I believe they were covered. But just for completeness, let me just reiterate what was in your statement, which is that we believe that the specificity around AMAG's divestiture of Vyleesi, we will be -- Palatin will be making an announcement within the next 30 days, I'm certain AMAG would be making an announcement at the same time. As Dr. Spana conveyed, there's just 2 scenarios. The one scenario is that there will be a new partner, new licensee for the North American rights of Vyleesi, which would not be AMAG or the Palatin will be regaining the rights to Vyleesi for North America, which would put us in a position where we would have the global rights, notwithstanding the China rights that have been licensed to Fosun. And South Korean rights that have been licensed to Kwangdong. So there's really nothing else to add. We know this process is in most people's eyes, say, from shareholders that have reached out to Carl and myself, has been a long process. We've been monitoring it very closely, and we look forward to, within the next 30 days, announcing where Vyleesi is going to -- the new home for Vyleesi and also expanding on why we believe that there is significant value with the Vyleesi program and some of the steps that will be taken to do our best to have that value inure to shareholders. So give me a few more seconds just to see if there's any other questions. Okay. That's it. At this time, ladies and gentlemen, I'd like to thank you for attending today's meeting. And I'll turn it back over to the operator just to -- actually, Dr. Spana, you always end all the other meetings on the conference call. So if you'd like to just do some -- any final comments, even though it's -- you've already stated them, let me turn it over to you and then the operator will sign off -- sign us all off.

Carl Spana

executive
#17

Thank you, Steve. Well, once again, I'd like to thank everyone for participating in the Palatin Technologies Annual Shareholder Meeting. I hope you all stay safe during these trying times. And we look forward to continuing to update you on our progress. Our team here is continuing to work in a safe manner, and we will continue to move our programs forward, and we look forward to updating you all. Have a nice day, and I'm going to pass it back over to the operator to close out the conference call.

Operator

operator
#18

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program, and you may all disconnect. Everyone, have a great day.

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