FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * WILLS STEPHEN T 2. Issuer Name and Ticker or Trading Symbol PALATIN TECHNOLOGIES INC [ PTN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive VP and CFO/COO
(Last)          (First)          (Middle)
PALATIN TECHNOLOGIES, INC., 4B CEDAR BROOK DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)
10/25/2022
(Street)
CRANBURY, NJ 08512
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  10/25/2022    F    1527 (1)(2) D $7 (1)(2) 379924  D   
Common Stock  10/25/2022    F    1398 (1)(3) D $7 (1)(3) 378526  D   
Common Stock  10/25/2022    F    1670 (1)(4) D $7 (1)(4) 376856  D   
Common Stock  10/25/2022    F    395 (1)(5) D $7 (1)(5) 376461  D   
Common Stock  10/25/2022    F    446 (1)(6) D $7 (1)(6) 376015  D   
Common Stock  10/25/2022    F    554 (1)(7) D $7.75 (1)(7) 375461  D   
Common Stock  10/25/2022    F    520 (1)(8) D $7.75 (1)(8) 374941  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  A certificate of amendment of the articles of incorporation of Palatin Technologies for a 1-for-25 reverse stock split of issued and outstanding common stock (the "Reverse Stock Split") was effective as of 5:00 p.m. Eastern Time on August 30, 2022 (the "Effective Date"). All share and per share numbers herein, including common stock and awards made or vested prior to the Effective Date, have been adjusted to give effect to the Reverse Stock Split.
(2)  Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended October 25, 2022 (for the October 28, 2022 payroll), with the per share value determined as of June 16, 2022, the date of vesting. The grant of the underlying 5,570 time-based restricted share units, which vested on June 16, 2022, was reported on Form 4 filed on June 18, 2020 as to one half of the total grant, and on Form 4 filed on June 26, 2020 as to the remaining one half, which had been granted contingent on increasing the shares reserved for grant under the 2011 Stock Incentive Plan, which was approved the stockholders at a meeting on June 25, 2020.
(3)  Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended October 25, 2022 (for the October 28, 2022 payroll), with the per share value determined as of June 16, 2022, the date of vesting. The grant and vesting of the underlying 5,097 restricted share units was reported on Form 4 filed on June 24, 2022, with a transaction date of June 22, 2022.
(4)  Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended October 25, 2022 (for the October 28, 2022 payroll), with the per share value determined as of June 22, 2022, the date of vesting. The grant of the underlying 6,090 time-based restricted share units, which vested on June 22, 2022, was reported on Form 4 filed on June 24, 2021.
(5)  Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended October 25, 2022 (for the October 28, 2022 payroll), with the per share value determined as of June 22, 2022, the date of vesting. The grant and vesting of the underlying 1,441 restricted share units was reported on Form 4 filed on June 24, 2022, with a transaction date of June 22, 2022.
(6)  Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended October 25, 2022 (for the October 28, 2022 payroll), with the per share value determined as of June 22, 2022, the date of vesting. The grant and vesting of the underlying 1,626 restricted share units was reported on Form 4 filed on June 28, 2022, with a transaction date of June 22, 2022.
(7)  Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended October 25, 2022 (for the October 28, 2022 payroll), with the per share value determined as of June 24, 2022, the date of vesting. The grant of the underlying 2,020 time-based restricted share units which vested on June 24, 2022 was reported on Form 4 filed on June 26, 2019.
(8)  Shares withheld by the issuer, on election of the Reporting Person with the consent of the issuer, to pay employee withholding taxes. Such taxes were withheld and reported for the payroll in the period ended October 25, 2022 (for the October 28, 2028 payroll), with the per share value determined as of June 24, 2022, the date of vesting. The grant and vesting of the underlying 1,898 restricted share units was reported on Form 4 filed on June 24, 2022, with a transaction date of June 22, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WILLS STEPHEN T
PALATIN TECHNOLOGIES, INC.
4B CEDAR BROOK DRIVE
CRANBURY, NJ 08512


Executive VP and CFO/COO

Signatures
/s/ Stephen T. Wills by Stephen A. Slusher, Attorney-in-Fact 10/25/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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