OTLK / Outlook Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Outlook Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commiss

Outlook Therapeutics Provides Regulatory Update on U.S. Food and Drug Administration Review of ONS-5010/LYTENAVA™ (bevacizumab-vikg) for the Treatment of Wet AMD

Exhibit 99.1 Outlook Therapeutics Provides Regulatory Update on U.S. Food and Drug Administration Review of ONS-5010/LYTENAVA™ (bevacizumab-vikg) for the Treatment of Wet AMD · FDA issues Complete Response Letter (CRL) for resubmitted ONS-5010 BLA · Outlook Therapeutics plans to work with FDA to address the Agency’s issues · Company to host a conference call and webcast today, August 28th at 8:30

Outlook Therapeutics Reports Financial Results for Third Quarter Fiscal Year 2025 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics Reports Financial Results for Third Quarter Fiscal Year 2025 and Provides Corporate Update · First commercial sales of LYTENAVA™ (bevacizumab gamma) achieved in Europe · ONS-5010 / LYTENAVA™ (bevacizumab-vikg) Prescription Drug User Fee Act (PDUFA) goal date of August 27, 2025 in the United States ISELIN, N.J., August 14, 2025 — Outlook Therapeutics, Inc. (Nasdaq:

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 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 No.

Master Services Agreement by and among Outlook Therapeutics, Inc., Outlook Therapeutics Ltd, and Alloga (Nederland) B.V., dated January 29, 2025 (portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K).

Exhibit 10.2 Confidential Portions of this Exhibit have been omitted because they are both not material and the type of information that the registrant customarily and actually treats as private or confidential. Information that has been omitted has been marked in this exhibit with, black boxes, in accordance with Regulation S-K, Item 601(b)(10)(iv). MASTER SERVICES AGREEMENT (1)ALLOGA (NEDERLAND)

Executive Employment Agreement by and between Robert C. Jahr and Outlook Therapeutics, Inc, dated June 28, 2025.

Exhibit 10.1 EXECUTIVE Employment Agreement This Executive Employment Agreement (“Agreement”) is made and entered into as of June 28, 2025, by and between Robert Jahr (“Executive”) and Outlook Therapeutics, Inc. (“Company”). Whereas, the Company desires to employ Executive as its Chief Executive Officer and President and provide Executive with certain compensation and benefits in return for Execut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2025 Outlook Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissio

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Underwriting Agreement, dated May 22, 2025, by and between the Company and BTIG LLC.

Exhibit 1.1 OUTLOOK THERAPEUTICS, INC. (a Delaware corporation) 9,285,714 Shares of Common Stock Warrants to Purchase up to 18,571,428 Shares of Common Stock UNDERWRITING AGREEMENT May 22, 2025 BTIG, LLC as Representative of the several Underwriters c/o BTIG, LLC 350 Bush Street, 9th Floor San Francisco, CA 94104 Ladies and Gentlemen: Outlook Therapeutics, Inc., a Delaware corporation (the “Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 Outlook Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Form of Warrant.

Exhibit 4.1 FORM OF COMMON STOCK PURCHASE WARRANT OUTLOOK THERAPEUTICS, INC. Warrant Number: 2025A-[●] Issue Date: May [●], 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [●] or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

9,285,714 Shares of Common Stock Warrants to Purchase 18,571,428 Shares of Common Stock

As Filed Pursuant to Rule 424(b)(5) Registration No. 333-278340 PROSPECTUS SUPPLEMENT (To Prospectus Dated April 5, 2024) 9,285,714 Shares of Common Stock Warrants to Purchase 18,571,428 Shares of Common Stock We are offering (i) 9,285,714 shares of our common stock and (ii) accompanying warrants, or the purchase warrants, to purchase up to an aggregate of 18,571,428 shares of our common stock (an

Subject to Completion, dated May 22, 2025

As Filed Pursuant to Rule 424(b)(5) Registration No. 333-278340 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. Subject to Complet

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Outlook Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

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Table of Contents tttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttttt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 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 No.

Outlook Therapeutics Reports Financial Results for Second Quarter Fiscal Year 2025 and Provides Corporate Update

EX-99.1 2 tm2515284d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Outlook Therapeutics Reports Financial Results for Second Quarter Fiscal Year 2025 and Provides Corporate Update · LYTENAVA™ (bevacizumab gamma) on track for planned first commercial launches in Germany and the United Kingdom (UK) in Q2 CY2025 · Prescription Drug User Fee Act (PDUFA) goal date of August 27, 2025 in the United States ISELIN,

21,720,655 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-285973 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated March 28, 2025) 21,720,655 shares of Common Stock This Prospectus Supplement No. 1, or the Prospectus Supplement, is being filed to update and supplement the information contained in the “Selling Stockholders” section of our prospectus, dated March 28, 2025, which forms a part of our Regis

7,074,637 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-285438 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus Dated March 7, 2025) 7,074,637 Shares of Common Stock This Prospectus Supplement No. 1, or the Prospectus Supplement, is being filed to update and supplement the information contained in the “Selling Stockholders” section of our prospectus, dated March 7, 2025, which forms a part of our Registra

Executive Employment Agreement by and between Robert C. Jahr and Outlook Therapeutics, Inc, dated June 28, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on July 1, 2025).

Exhibit 10.1 April 10, 2025 Lawrence A. Kenyon VIA EMAIL/DOCUSIGN Dear Mr. Kenyon, In recognition of your contributions to date and our important future objectives, Outlook Therapeutics, Inc. (the “Company”) is offering you the retention bonus opportunity described below. 1.Retention Bonus. Except as otherwise provided in Section 3 below, if you remain continuously employed by the Company in good

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 Outlook Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissio

21,720,655 shares of Common Stock

Filed pursuant to 424(b)(3) Registration No. 333-285973 PROSPECTUS 21,720,655 shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 21,720,655 shares of our common stock, which consists of (i) 7,074,637 shares of our common stock issuable upon the exercise of outstanding Tranche B warrants to purchase s

OUTLOOK THERAPEUTICS, INC. 111 S. Wood Avenue Unit #100 Iselin, New Jersey 08830 (609) 619-3990

OUTLOOK THERAPEUTICS, INC. 111 S. Wood Avenue Unit #100 Iselin, New Jersey 08830 (609) 619-3990 March 26, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Outlook Therapeutics, Inc. Registration Statement on Form S-3 Filed March 20, 2025 File No. 333-285973 Ladies and Gentlemen: In accordanc

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Outlook Therapeutics, Inc.

As filed with the Securities and Exchange Commission on March 20, 2025

As filed with the Securities and Exchange Commission on March 20, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Outlook Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Certificate of Amendment of the Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the SEC on March 14, 2025)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF OUTLOOK THERAPEUTICS, INC. Outlook Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that: First: The name of the Company is Outlook Therapeutics, Inc. (the “Company”). Second: The date of filing of the original Ce

7,074,637 shares of Common Stock

Filed pursuant to 424(b)(3) Registration No. 333-285438 PROSPECTUS 7,074,637 shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 7,074,637 shares of our common stock issuable upon the exercise of outstanding Tranche A warrants to purchase shares of our common stock, or the Tranche A Warrants, held by

OUTLOOK THERAPEUTICS, INC. 111 S. Wood Avenue Unit #100 Iselin, New Jersey 08830 (609) 619-3990

CORRESP 1 filename1.htm OUTLOOK THERAPEUTICS, INC. 111 S. Wood Avenue Unit #100 Iselin, New Jersey 08830 (609) 619-3990 March 5, 2025 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Outlook Therapeutics, Inc. Registration Statement on Form S-3 Filed February 28, 2025 File No. 333-285438 Ladies a

As filed with the Securities and Exchange Commission on February 28, 2025

As filed with the Securities and Exchange Commission on February 28, 2025 Registration No.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Outlook Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 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 No.

Outlook Therapeutics® Reports Financial Results for First Quarter Fiscal Year 2025 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for First Quarter Fiscal Year 2025 and Provides Corporate Update · ONS-5010 / LYTENAVA™ (bevacizumab-vikg) Biologics License Application (BLA) resubmission on track to meet target of Q1 CY2025 · LYTENAVA™ (bevacizumab gamma) on track for first commercial launches in Germany and the United Kingdom (UK) planned for Q2 CY2025 ISELIN, N.J.,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Outlook Therapeutics, Inc. and further agree to the filing of this agreement as an exhibit th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 Outlook Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

Securities Purchase Agreement, dated as of January 31, 2025, by and between the Company and Avondale Capital, LLC. *

Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of January 31, 2025 (the “Effective Date”), is entered into by and between Outlook Therapeutics, Inc., a Delaware corporation (“Company”), and Avondale Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A.            Company and Investor are executing

Form of Note.

Exhibit 10.2 CONVERTIBLE PROMISSORY NOTE January 31, 2025 U.S. $33,100,000.00 FOR VALUE RECEIVED, Outlook Therapeutics, Inc., a Delaware corporation (“Borrower”), promises to pay to Avondale Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $33,100,000.00 and any interest, fees, charges, and late fees accrued hereunder on July 1, 2026 (the “Maturity Date”) in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024 ☐TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024 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

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated January 17, 2025 (the “Schedule 13D”), with respect to the common stock, par value $0.

Form of Tranche B Inducement Warrant.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

Form of Syntone Inducement Letter.

Exhibit 10.2 OUTLOOK THERAPEUTICS, inc. January 16, 2025 To: Holder of Warrants to Purchase Common Stock Re: Inducement Offer to Exercise Warrants to Purchase Common Stock Dear Holder: Outlook Therapeutics, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Outlook Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commis

Form of Tranche A Inducement Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

Form of Syntone Tranche B Inducement Warrant.

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

Form of Inducement Letter (incorporated by reference to Exhibit 10.1 to Registrant’s current report on Form 8-K filed with the SEC on January 16, 2025).

Exhibit 10.1 OUTLOOK THERAPEUTICS, inc. January 16, 2025 To: Holder of Warrants to Purchase Common Stock Re: Inducement Offer to Exercise Warrants to Purchase Common Stock Dear Holder: Outlook Therapeutics, Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value

Form of Syntone Tranche A Inducement Warrant.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

Outlook Therapeutics® Reports Financial Results for Fiscal Year 2024 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for Fiscal Year 2024 and Provides Corporate Update · LYTENAVA™ is the first and only approved ophthalmic formulation of bevacizumab for the treatment of wet AMD in the European Union (EU) and United Kingdom (UK); First commercial launch anticipated in H1 CY25 · Received NICE recommendation of LYTENAVA™ (bevacizumab gamma) for the treatme

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant d Name of Subsidiary State or Other Jurisdiction Outlook Therapeutics Pty Ltd Australia Outlook Therapeutics Limited (dormant subsidiary) England and Wales Outlook Therapeutics Limited Republic of Ireland This list does not include joint ventures in which the Company has an ownership interest.

Outlook Therapeutics, Inc. Non-Employee Director Compensation Policy, as amended and restated, effective as of October 1, 2024

Exhibit 10.11 OUTLOOK THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AS AMENDED AND RESTATED EFFECTIVE OCTOBER 1, 2024 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Outlook Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Exhibit 4.1 of the 2024 Form 10-K

Exhibit 4.1 Description of Registrant’s Securities The following is a description of the capital stock of Outlook Therapeutics, Inc. (the “Company,” “we,” “our,” or “us”). The following summary description is based on the provisions of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws, (the “Bylaws”), and the app

Insider Trading Policy, as amended and restated.

Exhibit 19.1 OUTLOOK THERAPEUTICS, INC. AMENDED AND RESTATED INSIDER TRADING POLICY Initially Adopted by the Board - January 28, 2016 As Amended and Restated by the Board – June 21, 2023 As Amended and Restated by the Board – December 10, 2024 I. INTRODUCTION This policy determines acceptable transactions in the securities of Outlook Therapeutics, Inc. (the “Company” or “Outlook”) by our employees

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 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: 001-37759 OUTLOO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 Outlook Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Outlook Therapeutics® Announces Preliminary Topline Results of NORSE EIGHT Clinical Trial

Exhibit 99.1 Outlook Therapeutics® Announces Preliminary Topline Results of NORSE EIGHT Clinical Trial · Final efficacy data expected in January 2025 · Anticipate resubmission of BLA in calendar Q1 2025 ISELIN, N.J., November 27, 2024 — Outlook Therapeutics, Inc. (Nasdaq: OTLK), a biopharmaceutical company that achieved regulatory approval in the European Union and the United Kingdom earlier this

OTLK / Outlook Therapeutics, Inc. / GREAT POINT PARTNERS LLC Passive Investment

SC 13G/A 1 greatpoint-otlk093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69012T305 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

OTLK / Outlook Therapeutics, Inc. / Velan Capital Investment Management LP - AMENDMENT NO. 1 TO THE SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13ga11292703311072024.htm AMENDMENT NO. 1 TO THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par v

Form of Stock Option Grant Notice and Stock Option Agreement under the 2024 Equity Incentive Plan.

Exhibit 10.2 Outlook Therapeutics, Inc. 2024 Equity Incentive Plan Stock Option Grant Notice Outlook Therapeutics, Inc. (the “Company”), pursuant to its 2024 Equity Incentive Plan (as amended from time to time, the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 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 No.

2024 Equity Incentive Plan.

Exhibit 10.1 OUTLOOK THERAPEUTICS, INC. 2024 EQUITY INCENTIVE PLAN 1.GENERAL. (a)Eligible Award Recipients. Subject to Section 4, Employees, Directors and Consultants are eligible to receive Awards. (b)Available Awards. The Plan provides for the grant of the following types of Awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) Stock Appreciation Rights; (iv) Restricted Sto

  Outlook Therapeutics® Reports Financial Results for Third Quarter Fiscal Year 2024 and Provides Corporate Update

EX-99.1 2 tm2421547d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1   Outlook Therapeutics® Reports Financial Results for Third Quarter Fiscal Year 2024 and Provides Corporate Update   · Received European Union (EU) and United Kingdom (UK) Marketing Authorization for LYTENAVA™ (bevacizumab gamma) for the treatment of wet AMD · NORSE EIGHT current enrollment pace supports topline readout target of Q4 CY2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Outlook Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commiss

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Outlook Therapeutics, Inc.

As filed with the Securities and Exchange Commission on August 14, 2024

As filed with the Securities and Exchange Commission on August 14, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 Outlook Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF OUTLOOK THERAPEUTICS, INC. (Originally incorporated on October 22, 2015 under the name Oncobiologics, Inc.) I. The name of this corporation is Outlook Therapeutics, Inc. (the “Company”). II. The address of the registered office of this Company in the State of Delaware is 800 North State Street, Suite 304, City of Dover, County of Kent, 19901, an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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 No.

Certificate of Elimination of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and Series A-1 Convertible Preferred Stock.

Exhibit 3.2 CERTIFICATE OF ELIMINATION OF THE SERIES A CONVERTIBLE PREFERRED STOCK, SERIES B CONVERTIBLE PREFERRED STOCK AND SERIES A-1 CONVERTIBLE PREFERRED STOCK OF OUTLOOK THERAPEUTICS, INC. Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), does hereby certify as follows: FIRST: Pursuant to Section 151(g) of the Delaware General Corporation Law (the “DGCL”) and the authority c

Outlook Therapeutics® Reports Financial Results for Second Quarter Fiscal Year 2024 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for Second Quarter Fiscal Year 2024 and Provides Corporate Update · Positive opinion received from Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) for ONS-5010/LYTENAVA™ (bevacizumab gamma) · United Kingdom (UK) Marketing Authorization Application (MAA) submitted · NORSE EIGHT fully underway i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Outlook Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Outlook Therapeutics® Announces UK Submission of Marketing Authorization Application (MAA) for ONS-5010 as a Treatment for Wet AMD

Exhibit 99.1 Outlook Therapeutics® Announces UK Submission of Marketing Authorization Application (MAA) for ONS-5010 as a Treatment for Wet AMD · UK submission for national MAA review follows recently received positive opinion from Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Agency (EMA) concerning the authorization of ONS-5010/LYTENAVA™ (bevacizumab gamma) ISEL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 Outlook Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

2,776,867 shares of Common Stock

Filed pursuant to 424(b)(3) Registration No. 333-278959 PROSPECTUS 2,776,867 shares of Common Stock This prospectus covers the offer and resale by Syntone Ventures LLC, or the selling stockholder, of up to an aggregate of 2,776,867 shares of our common stock, which consists of (i) 800,000 shares of our common stock held by the selling stockholder that were issued by us at the closing of a private

OUTLOOK THERAPEUTICS, INC. 111 S. Wood Avenue Unit #100 Iselin, New Jersey 08830 (609) 619-3990

OUTLOOK THERAPEUTICS, INC. 111 S. Wood Avenue Unit #100 Iselin, New Jersey 08830 (609) 619-3990 May 2, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Outlook Therapeutics, Inc. Registration Statement on Form S-3 Filed April 26, 2024 File No. 333-278959 Ladies and Gentlemen: In accordance w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Outlook Therapeutics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on April 26, 2024

As filed with the Securities and Exchange Commission on April 26, 2024 Registration No.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Outlook Therapeutics, Inc.

OTLK / Outlook Therapeutics, Inc. / Syntone Ventures LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 305 (CUSIP Number) Syntone Ventures LLC 1517 Champlain Crest Way Cary, NC 27513 Attn: President Telephone: (781) 308-0823 (Name, Add

JOINT FILING AGREEMENT

EX-99.1 2 tm2412152d1ex1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Amendment No. 2 to the Statement on Schedule 13D, dated April 17, 2024 (the “Schedule 13D/A”), with respect to the common stock, par value $0.01 per share, of Outlook Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) und

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 Outlook Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Outlook Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Amendment, dated April 12, 2024, to Sales Agreement, dated May 16, 2023, by and between the Company and BTIG.

Exhibit 10.1 April 12, 2024 Outlook Therapeutics, Inc. 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 Attention: Lawrence A. Kenyon, Chief Financial Officer Dear Mr. Kenyon: Reference is made to the At The Market Sales Agreement, dated as of May 16, 2023 (the “Sales Agreement”), between Outlook Therapeutics, Inc. (the “Company”) and BTIG, LLC (“BTIG”). This letter (the “Amendment

Up to $93,731,868 Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-278340 PROSPECTUS SUPPLEMENT (To Prospectus dated April 12, 2024) Up to $93,731,868 Common Stock We have entered into an at-the-market-sales agreement, or the Sales Agreement, with BTIG, LLC, or BTIG, acting in its capacity as the sales agent, relating to the offer and sale from time to time of up to $100,000,000 of our common stock, par value

OTLK / Outlook Therapeutics, Inc. / GREAT POINT PARTNERS LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

OUTLOOK THERAPEUTICS, INC. 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 (609) 619-3990

OUTLOOK THERAPEUTICS, INC. 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 (609) 619-3990 April 3, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Outlook Therapeutics, Inc. Registration Statement on Form S-3 Filed March 28, 2024 File No. 333-278340 Ladies and Gentlemen: In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 Outlook Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissio

21,428,556 shares of Common Stock

Filed pursuant to 424(b)(3) Registration No. 333-278209 PROSPECTUS 21,428,556 shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 21,428,556 shares of our common stock, which consists of (i) 8,571,423 shares of our common stock held by the selling stockholders and (ii) 12,857,133 shares of our common

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter)

As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

OUTLOOK THERAPEUTICS, INC. 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 (609) 619-3990

OUTLOOK THERAPEUTICS, INC. 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 (609) 619-3990 March 28, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Outlook Therapeutics, Inc. Registration Statement on Form S-3 Filed March 25, 2024 File No. 333-278209 Ladies and Gentlemen: I

As filed with the Securities and Exchange Commission on March 28, 2024

As filed with the Securities and Exchange Commission on March 28, 2024 Registration No.

OTLK / Outlook Therapeutics, Inc. / Velan Capital Investment Management LP - THE SCHEDULE 13G Passive Investment

SC 13G 1 sc13g1292703303282024.htm THE SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Ti

OTLK / Outlook Therapeutics, Inc. / TANG CAPITAL PARTNERS LP Passive Investment

Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Form of Common Stock Warrant Agreement and Warrant Certificate

Exhibit 4.4 OUTLOOK THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF OUTLOOK THERAPEUTICS, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OUTLOOK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and ex

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Outlook Therapeutics, Inc.

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated March 28, 2024 with respect to the Common Stock, par value $0.01 per share, of Outlook Therapeutics, Inc., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(

Form of Preferred Stock Warrant Agreement and Warrant Certificate.

Exhibit 4.5 OUTLOOK THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF OUTLOOK THERAPEUTICS, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OUTLOOK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organiz

JOINT FILING AGREEMENT

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Outlook Therapeutics, Inc. and further agree to the filing o

Form of Indenture.

Exhibit 4.2 OUTLOOK THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 2024 Debt Securities 1 Table of Contents Page Article 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 Article 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificat

Form of Debt Securities Warrant Agreement and Warrant Certificate.

Exhibit 4.6 OUTLOOK THERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF OUTLOOK THERAPEUTICS, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between OUTLOOK THERAPEUTICS, INC., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organiz

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Outlook Therapeutics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 Outlook Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Outlook Therapeutics, Inc.

As filed with the Securities and Exchange Commission on March 25, 2024

As filed with the Securities and Exchange Commission on March 25, 2024 Registration No.

JOINT FILING AGREEMENT

EX-99.1 2 ss3153634ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated March 20, 2024 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Outlook Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Secu

OTLK / Outlook Therapeutics, Inc. / GMS Ventures & Investments - UNDER THE SECURITIES EXCHANGE ACT OF 1934 Activist Investment

SC 13D/A 1 ss3153634sc13da.htm UNDER THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 305 (CUSIP Number) GMS Ventures and Investments c/o Inter

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on March 18, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTLOOK THERAPEUTICS, INC. Outlook Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that: First: The name of the Company is Outlook Therapeutics, Inc. (the “Company”). Second: The date of filing of the

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on March 7, 2024).

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OUTLOOK THERAPEUTICS, INC. Outlook Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that: First: The name of the Company is Outlook Therapeutics, Inc. (the “Company”). Second: The date of the filing th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 Outlook Therapeutic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 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 No.

Outlook Therapeutics® Reports Financial Results for First Quarter Fiscal Year 2024 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for First Quarter Fiscal Year 2024 and Provides Corporate Update · NORSE EIGHT underway with first subject dosed and additional clinical sites beginning enrollment · Continue to expect planned resubmission of the ONS-5010 Biologics License Application (BLA) by the end of CY2024 · Anticipate review decision from European regulators in the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

JOINT FILING AGREEMENT

EX-99.1 2 tm244744d1ex-1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated January 31, 2024 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Outlook Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and E

OTLK / Outlook Therapeutics, Inc. / BioLexis Pte Ltd. - SC 13D/A Activist Investment

SC 13D/A 1 tm244744d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) Tenshi Healthcare Pte. Ltd. 36 Robinson Road #13-01 City House Singapor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

Outlook Therapeutics® Receives FDA Agreement Under Special Protocol Assessment (SPA) for 90 Day Non-Inferiority Study, NORSE EIGHT, and Announces Private Placement of Up to $172 Million to Advance ONS-5010

Exhibit 99.1 Outlook Therapeutics® Receives FDA Agreement Under Special Protocol Assessment (SPA) for 90 Day Non-Inferiority Study, NORSE EIGHT, and Announces Private Placement of Up to $172 Million to Advance ONS-5010 · Obtained clarity from U.S. Food and Drug Administration (FDA) on next steps to advance ONS-5010 · NORSE EIGHT expected to commence in the first quarter of CY2024, enabling potenti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 Outlook Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2024 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 ☐TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2023 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

Form of Securities Purchase Agreement

Exhibit 10.1   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of January 22, 2024, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers identified on the signature pages hereto (each, including its respective successors and assigns, a “Purchaser”).   WHEREAS, subject to the terms and conditions set

Form of Support Agreement

Exhibit 10.2   OUTLOOK THERAPEUTICS, INC.   SUPPORT AGREEMENT   THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 22, 2024 is made by and among Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and the stockholder identified on the signature page hereto (“Stockholder”), a holder of shares of common stock, $.01 par value (the “Shares”) of the Company.   WHEREAS, the C

Form of Syntone Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed with the SEC on January 24, 2024)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO

Form of Registration Rights Agreement.

Exhibit 10.3   REGISTRATION RIGHTS AGREEMENT   This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 22, 2024, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several investors signatory hereto (each, an “Investor” and, collectively, the “Investors”).   This Agreement is made pursuant to the Securities Purchase Agre

Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on January 24, 2024)

Exhibit 4.1   NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT

Third Amendment, dated January 22, 2024, to the Convertible Promissory Note, dated December 22, 2022, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8-K filed with the SEC on January 24, 2024)

Exhibit 10.6   THIRD AMENDMENT TO CONVERTIBLE PROMISSORY NOTE   This Third Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of January 22, 2024, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Outlook Therapeutics, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall ha

Securities Purchase Agreement, dated January 22, 2024, between Outlook Therapeutics, Inc. and Syntone Ventures LLC (incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed with the SEC on January 24, 2024)

Exhibit 10.4   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of January 22, 2024, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and Syntone Ventures, LLC (including its successors and assigns, the “Purchaser”).   WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption fro

Registration Rights Agreement, dated January 22, 2024, between the Company and Syntone (incorporated by reference to Exhibit 10.5 to the Company’s current report on Form 8-K filed with the SEC on January 24, 2024)

Exhibit 10.5   REGISTRATION RIGHTS AGREEMENT   This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 22, 2024, between Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), and Syntone Ventures, LLC (the “Investor”).   This Agreement is made pursuant to the Securities Purchase Agreement, dated on or about the date hereof, between the Company and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 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: 001-37759 OUTLOO

Incentive Compensation Recoupment Policy.

Exhibit 97 OUTLOOK THERAPEUTICS, INC. INCENTIVE COMPENSATION RECOUPMENT POLICY 1.INTRODUCTION The Board of Directors (the “Board”) of Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), has determined that it is in the best interests of the Company and its stockholders to adopt this Incentive Compensation Recoupment Policy (this “Policy”) providing for the Company’s recoupment of R

Amendment, dated December 21, 2023, to the Convertible Promissory Note, dated December 22, 2022, by and between the Company and Streeterville Capital, LLC.

Exhibit 10.30 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of December 21, 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Outlook Therapeutics, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meaning

Outlook Therapeutics® Reports Financial Results for Fiscal Year 2023 and Reiterates ONS-5010 Clinical and Regulatory Path Forward in the U.S. and EU

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for Fiscal Year 2023 and Reiterates ONS-5010 Clinical and Regulatory Path Forward in the U.S. and EU · Commencement of ONS-5010 NORSE EIGHT clinical trial targeted for first calendar quarter of 2024 · Company reaffirms potential for European approval for ONS-5010 with Marketing Authorization Application (MAA) decision date anticipated in

Outlook Therapeutics, Inc. Non-Employee Director Compensation Policy as Amended and Restated, Effective October 1, 2023.

Exhibit 10.26 OUTLOOK THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY AS AMENDED AND RESTATED EFFECTIVE OCTOBER 1, 2023 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Outlook Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant d Name of Subsidiary State or Other Jurisdiction Outlook Therapeutics Pty Ltd Australia Outlook Therapeutics Limited (dormant subsidiary) England and Wales Outlook Therapeutics Limited Republic of Ireland This list does not include joint ventures in which the Company has an ownership interest.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Exhibit 4.1 of the 2023 Form 10-K

Exhibit 4.1 Description of Registrant’s Securities The following is a description of the capital stock of Outlook Therapeutics, Inc. (the “Company,” “we,” “our,” or “us”). The following summary description is based on the provisions of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws, (the “Bylaws”), and the app

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

JOINT FILING AGREEMENT

EX-99.1 2 tm2331705d1ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated November 29, 2023 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Outlook Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and

OTLK / Outlook Therapeutics Inc / BioLexis Pte Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) Tenshi Healthcare Pte. Ltd. 36 Robinson Road #13-01 City House Singapore, 068877 Attn: Executive Director Teleph

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Outlook Therapeu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commis

Outlook Therapeutics® Provides Update on Type A Meetings with FDA

Exhibit 99.1 Outlook Therapeutics® Provides Update on Type A Meetings with FDA ISELIN, N.J., November 2, 2023 — (GLOBE NEWSWIRE) Outlook Therapeutics, Inc. (Nasdaq: OTLK), a biopharmaceutical company working to achieve FDA approval for the first ophthalmic formulation of bevacizumab for the treatment of retinal diseases, today announced that it has completed the requested Type A Meetings with the

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 Outlook Therapeutics, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-37759 38-3982704 (State or Other Jurisdiction of Incorporation) (Commis

Outlook Therapeutics® Provides Regulatory Update on FDA Review of ONS-5010 / LYTENAVA™ (bevacizumab-vikg) for the Treatment of Wet AMD FDA issues Complete Response Letter (CRL) for ONS-5010 BLA based on CMC and need for further confirmatory clinical

Exhibit 99.1 Outlook Therapeutics® Provides Regulatory Update on FDA Review of ONS-5010 / LYTENAVA™ (bevacizumab-vikg) for the Treatment of Wet AMD FDA issues Complete Response Letter (CRL) for ONS-5010 BLA based on CMC and need for further confirmatory clinical evidence Outlook Therapeutics working with FDA to address the Agency’s issues Company to host conference call and webcast, today, August

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 Outlook Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commiss

515,755 Shares of Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-273979 515,755 Shares of Common Stock This prospectus relates to the offer and resale, from time to time, by the selling stockholder named under the heading “Selling Stockholder” in this prospectus, or its assigns (the “Selling Stockholder”) of up to 515,755 shares (the “Shares”) of our common stock, par value $0.01 per shar

OUTLOOK THERAPEUTICS, INC. 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 (609) 619-3990

CORRESP 1 filename1.htm OUTLOOK THERAPEUTICS, INC. 485 Route 1 South Building F, Suite 320 Iselin, New Jersey 08830 (609) 619-3990 August 23, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Outlook Therapeutics, Inc. Registration Statement on Form S-3 Filed August 14, 2023 File No. 333-2739

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Outlook Therapeut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 No.

Outlook Therapeutics® Reports Financial Results for Third Quarter Fiscal Year 2023 and Reiterates Key Anticipated Near-Term Milestones

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for Third Quarter Fiscal Year 2023 and Reiterates Key Anticipated Near-Term Milestones · Prescription Drug User Fee Act (PDUFA) goal date of August 29, 2023 for ONS-5010, an investigational ophthalmic formulation of bevacizumab for the treatment of wet age-related macular degeneration (wet AMD) ISELIN, N.J., August 14, 2023 — Outlook The

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Outlook Therapeutics, Inc.

As filed with the Securities and Exchange Commission on August 14, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 14, 2023 Registration No.

At-the-market Sales Agreement between the Company and BTIG, LLC dated May 16, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on May 16, 2023).

Exhibit 10.1 EXECUTION VERSION Outlook Therapeutics, inc. UP TO $100,000,000 OF COMMON STOCK (par value $0.01 per share) At-the-market SALES AGREEMENT May 16, 2023 BTIG, LLC 600 Montgomery Street, 6th Floor San Francisco, CA 94111 Ladies and Gentlemen: Outlook Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with BTIG, LLC (“BTIG” and, together

Up to $100,000,000 Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-254778 PROSPECTUS SUPPLEMENT (To Prospectus dated April 1, 2021) Up to $100,000,000 Common Stock We have entered into an at-the-market-sales agreement, or the Sales Agreement, with BTIG, LLC, or BTIG, acting in its capacity as the sales agent, relating to the offer and sale from time to time of up to $100,000,000 of our comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Outlook Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Outlook Therapeutics® Reports Financial Results for Second Quarter Fiscal Year 2023 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for Second Quarter Fiscal Year 2023 and Provides Corporate Update ● Upcoming Prescription Drug User Fee Act (PDUFA) goal date of August 29, 2023 for ONS-5010, an investigational ophthalmic formulation of bevacizumab for the treatment of wet age-related macular degeneration (wet AMD) ● Pre-launch commercial activities continue in preparat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Outlook Therapeutics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 (April 3, 2023)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2023 (April 3, 2023) Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Outlook Therapeuti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on March 30, 2023, as subsequently amended).

Exhibit 3.1 Delaware The First State Page 1 5857184 8100 Authentication: 203031597 SR# 20231200775 Date: 03-29-23 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “OUTLOOK THERAPEUTICS, INC.”, FILED IN THIS OFFICE

OTLK / Outlook Therapeutics Inc / Hope Jason - OUTLOOK THERAPEUTICS, INC./JASON HOPE SCHEDULE 13G/A, AMENDMENT NO. 1 Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (

Outlook Therapeutics® Reports Financial Results for First Quarter Fiscal Year 2023 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for First Quarter Fiscal Year 2023 and Provides Corporate Update · Pre-launch commercial activities underway as Company advances toward U.S. Food and Drug Administration (FDA) Prescription Drug User Fee Act (PDUFA) goal date of August 29, 2023 for ONS-5010 / LYTENAVA™ (bevacizumab-vikg), an investigational ophthalmic formulation for the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2023 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 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 No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Outlook Therapeutics, Inc.

Amendment, dated February 10, 2023, to the Convertible Promissory Note, dated December 22, 2022, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s quarterly report on Form 10-Q filed with the SEC on February 14, 2023).

Exhibit 10.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE This Amendment to Convertible Promissory Note (this “Amendment”) is entered into as of February 10, 2023, by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Outlook Therapeutics, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings

As filed with the Securities and Exchange Commission on February 14, 2023

As filed with the Securities and Exchange Commission on February 14, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRE 14A 1 tm233330-1pre14a.htm PRE 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022 ☐TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2022 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

Outlook Therapeutics, Inc. Non-Employee Director Compensation Policy as Amended and Restated Effective October 1, 2020

Exhibit 10.38 Outlook Therapeutics, Inc. Non-Employee Director Compensation Policy As Amended and Restated Effective October 1, 2020 Each member of the Board of Directors (the “Board”) who is not also serving as an employee of Outlook Therapeutics, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee

JOINT FILING AGREEMENT

EX-99.1 2 ss1634359ex9901.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated December 29, 2022 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Outlook Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the S

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant d Name of Subsidiary State or Other Jurisdiction Outlook Therapeutics Pty Ltd Australia Outlook Therapeutics Limited (dormant subsidiary) England and Wales Outlook Therapeutics Limited Republic of Ireland This list does not include joint ventures in which the Company has an ownership interest.

Outlook Therapeutics® Reports Financial Results for Fiscal Year 2022 and Provides Corporate Update

EX-99.1 2 tm2233528d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Outlook Therapeutics® Reports Financial Results for Fiscal Year 2022 and Provides Corporate Update • Attained U.S. Food and Drug Administration (FDA) Prescription Drug User Fee Act (PDUFA) goal date of August 29, 2023 for ONS-5010 / LYTENAVA™ (bevacizumab-vikg), an investigational ophthalmic formulation of bevacizumab for the treatment of w

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 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: 001-37759 OUTLOO

OTLK / Outlook Therapeutics Inc / GMS Ventures & Investments - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) GMS Ventures and Investments c/o Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue, George Town,

Exhibit 4.1 of the 2022 Form 10-K.

Exhibit 4.1 Description of Registrant’s Securities The following is a description of the capital stock of Outlook Therapeutics, Inc. (the “Company,” “we,” “our,” or “us”). The following summary description is based on the provisions of our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), our Amended and Restated Bylaws, (the “Bylaws”), and the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2022 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s current report on Form 8-K filed with the SEC on December 23, 2022)

Exhibit?4.1 ? NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY?NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

28,460,831 Shares of Common Stock

424B5 1 tm2233312-1424b5.htm 424B5 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-254778 PROSPECTUS SUPPLEMENT (To Prospectus dated April 1, 2021) 28,460,831 Shares of Common Stock We are offering 28,460,831 shares of our common stock, par value $0.01 per share, pursuant to this prospectus supplement and the accompanying prospectus to certain institutional and accredited

Letter Agreement, dated December 22, 2022, by and between the Company and M.S. Howells & Co. (incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K filed with the SEC on December 23, 2022).

Exhibit?10.2 ? STRICTLY CONFIDENTIAL ? December?22, 2022 ? Outlook Therapeutics,?Inc. 485 Route 1 South Building F, Suite?320 Iselin New Jersey 08852 ? Attention: Lawrence A. Kenyon, Chief Financial Officer ? Dear Mr.?Kenyon: ? Pursuant to our recent discussions, this letter agreement (this ?Agreement?) confirms our understanding that Outlook Therapeutics,?Inc., a Delaware corporation (collectivel

Form of Securities Purchase Agreement, dated December 23, 2022, by and among the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed with the SEC on December 23, 2022).

EXHIBIT 10.1 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December [?], 2022, between Outlook Therapeutics, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms

Outlook Therapeutics Announces $25 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 Outlook Therapeutics Announces $25 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules ISELIN, N.J., December 23, 2022 ? Outlook Therapeutics, Inc. (Nasdaq: OTLK), a biopharmaceutical company working to develop and launch the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, today announced that it has entered into securiti

Securities Purchase Agreement, dated as of December 22, 2022, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed with the SEC on December 22, 2022).

Exhibit 10.1   Securities Purchase Agreement   This Securities Purchase Agreement (this “Agreement”), dated as of December 22, 2022, is entered into by and between Outlook Therapeutics, Inc., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).   A.            Company and Investor are executing and deliver

Outlook Therapeutics® Announces Validation of Marketing Authorization Application by the European Medicines Agency for ONS-5010 as a Treatment for Wet AMD

Exhibit 99.1 Outlook Therapeutics® Announces Validation of Marketing Authorization Application by the European Medicines Agency for ONS-5010 as a Treatment for Wet AMD · Decision for potential approval expected from European Commission in early 2024 · Submission follows the U.S. FDA acceptance of the ONS-5010 BLA for wet AMD, with a PDUFA date of August 29, 2023 ISELIN, N.J., December 22, 2022 — O

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.2 to the Registrant’s current report on Form 8-K filed with the SEC on December 22, 2022).

Exhibit 10.2   C O N V E R T I B L E  P R O M I S S O R Y  N O T E   December 22, 2022 U.S. $31,820,000.00   FOR VALUE RECEIVED, Outlook Therapeutics, Inc., a Delaware corporation (“Borrower”), promises to pay to Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $31,820,000.00 and any interest, fees, charges, and late fees accrued hereunder on J

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 Outlook Therape

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 2054 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Outlook Therapeutics Reports Financial Results for Third Quarter Fiscal Year 2022 and Reiterates Key Anticipated Near-Term Milestones

Exhibit 99.1 Outlook Therapeutics Reports Financial Results for Third Quarter Fiscal Year 2022 and Reiterates Key Anticipated Near-Term Milestones ? Planned re-submission of ONS-5010 / LYTENAVA? (bevacizumab-vikg) Biologics License Application (BLA) to U.S. Food and Drug Administration (FDA) on track ISELIN, N.J., August 10, 2022 ? Outlook Therapeutics, Inc. (Nasdaq: OTLK), a pre-commercial biopha

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended June 30, 2022 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 No.

JOINT FILING AGREEMENT

EX-99.1 2 tm2220592d1ex1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated July 7, 2022 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Outlook Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Excha

OTLK / Outlook Therapeutics Inc / BioLexis Pte Ltd. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) Tenshi Healthcare Pte. Ltd. 36 Robinson Road #13-01 City House Singapore, 068877 Attn: Executive Director Teleph

OTLK / Outlook Therapeutics Inc / GMS Ventures & Investments - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) GMS Ventures and Investments c/o Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue, George Town, Gra

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated July 7, 2022 (the ?Schedule 13D?), with respect to the common stock, par value $0.

Up to $25,856,080 of Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-254778? PROSPECTUS SUPPLEMENT (To Prospectus dated April 1, 2021) Up to $25,856,080 of Common Stock ? Outlook Therapeutics, Inc. has entered into an At The Market Offering Agreement, as amended, or the Sales Agreement, with H.C. Wainwright & Co., LLC, or Wainwright, as sales agent, relating to the offer and sale from time to

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissio

Amended and Restated Executive Employment Agreement by and between Lawrence Kenyon and Outlook Therapeutics, Inc, dated June 2, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on June 7, 2022).

Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE Employment Agreement This Amended and Restated Executive Employment Agreement dated as of June 2, 2022 (?Agreement?) is by and between Lawrence A. Kenyon (?Executive?) and Outlook Therapeutics, Inc. (?Company?). Whereas, Executive has been employed as the Company?s Executive Vice President and Chief Financial Officer pursuant to that certain Executive Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Outlook Therapeutics Provides Update on Biologics License Application (BLA) Submission for ONS-5010 as a Treatment for Wet AMD

Exhibit 99.1 Outlook Therapeutics Provides Update on Biologics License Application (BLA) Submission for ONS-5010 as a Treatment for Wet AMD ISELIN, N.J., May 31, 2022 ? Outlook Therapeutics, Inc. (Nasdaq: OTLK), a pre-commercial biopharmaceutical company working to develop and launch the first FDA-approved ophthalmic formulation of bevacizumab for use in retinal indications, today announced that t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the quarterly period ended March 31, 2022 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 No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commission

Outlook Therapeutics Reports Financial Results for Second Quarter Fiscal Year 2022 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics Reports Financial Results for Second Quarter Fiscal Year 2022 and Provides Corporate Update ? ONS-5010 / LYTENAVA? (bevacizumab-vikg) Biologics License Application (BLA) submitted to U.S. Food and Drug Administration (FDA); PDUFA date expected to be announced in June 2022 ? Advancing ONS-5010 toward potential marketing approval in early 2023 ? U.S. pre-launch comm

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated April 22, 2022 (the ?Schedule 13D?), with respect to the common stock, par value $0.

Amended and Restated Investor Rights Agreement by and between the Registrant and GMS Ventures and Investments, dated April 21, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s current report on Form 8-K filed with the SEC on April 22, 2022).

Exhibit 10.1 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT by and between Outlook Therapeutics, Inc. and GMS VENTURES AND INVESTMENTS Dated April 21, 2022 TABLE OF CONTENTS Page Article I Transfer restrictions 1 Section 1.1 General 1 Section 1.2 Legend 2 Article II REGISTRATION RIGHTS 2 Section 2.1 Demand Registration 2 Section 2.2 Piggyback Registration 4 Section 2.3 Expenses 6 Section 2.4 Suspe

OTLK / Outlook Therapeutics Inc / BioLexis Pte Ltd. - AMENDMENT NO. 16 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) BioLexis Pte. Ltd. 36 Robinson Road #13-06 City House Singapore, 068877 Attn: Executive Director Telephone: +962

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

OTLK / Outlook Therapeutics Inc / Hope Jason - OUTLOOK THERAPEUTICS, INC./JASON HOPE SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CU

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commissi

Filing Fee Table

EX-FILING FEES 4 tm226346d1ex107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Outlook Therapeutics, Inc. (Exact name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(4) Maximum Aggregate Offering Price(4) Fee R

As filed with the Securities and Exchange Commission on February 14, 2022

As filed with the Securities and Exchange Commission on February 14, 2022 Registration No.

Outlook Therapeutics Reports Financial Results for First Quarter Fiscal Year 2022 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics Reports Financial Results for First Quarter Fiscal Year 2022 and Provides Corporate Update ? Outlook Therapeutics remains on track to submit new U.S. FDA Biologics License Application (BLA) for first ophthalmic formulation of bevacizumab ? Commercial launch planning underway ? Financed through the anticipated approval of the ONS-5010 BLA ISELIN, N.J., February 14,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 14, 2022 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 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 No.

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated February 1, 2022 (the ?Schedule 13D?), with respect to the common stock, par value $0.

OTLK / Outlook Therapeutics Inc / BioLexis Pte Ltd. - AMENDMENT NO. 15 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) BioLexis Pte. Ltd. 36 Robinson Road #13-01 City House Singapore, 068877 Attn: Executive Director Telephone: +962

Schedule 14A

DEF 14A 1 tm223254-1def14a.htm DEF 14A TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant d Name of Subsidiary State or Other Jurisdiction Outlook Therapeutics Pty Ltd Australia Outlook Therapeutics Limited (dormant subsidiary) England and Wales ? This list does not include joint ventures in which the Company has an ownership interest.

Executive Employment Agreement by and between Jeff Evanson and Outlook Therapeutics, Inc, dated December 21, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on December 23, 2021).

Exhibit 10.2 EXECUTIVE Employment Agreement This Executive Employment Agreement dated as of December 21, 2021 (?Agreement?) is by and between Jeff Evanson (?Executive?) and Outlook Therapeutics, Inc. (?Company?). Whereas, the Company desires to employ Executive as its Chief Commercial Officer and provide Executive with certain compensation and benefits in return for Executive?s services, and Execu

Executive Employment Agreement by and between Terry Dagnon and Outlook Therapeutics, Inc, dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on December 23, 2021).

Exhibit 10.1 EXECUTIVE Employment Agreement This Executive Employment Agreement dated as of December 21, 2021 (?Agreement?) is by and between Terry Dagnon (?Executive?) and Outlook Therapeutics, Inc. (?Company?). Whereas, the Company desires to employ Executive as its Chief Operations Officer and provide Executive with certain compensation and benefits in return for Executive?s services, and Execu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Outlook Therapeutics Reports Financial Results for Fiscal Year 2021 and Provides Corporate Update

Exhibit 99.1 Outlook Therapeutics Reports Financial Results for Fiscal Year 2021 and Provides Corporate Update ? Positive clinical data reported for ONS-5010 / LYTENAVA? (bevacizumab-vikg) in 2021 from multiple clinical trials, including statistically significant top-line efficacy and safety data from pivotal Phase 3 NORSE TWO trial for wet age-related macular degeneration (wet AMD) ? Recent finan

OTLK / Outlook Therapeutics Inc / BioLexis Pte Ltd. - AMENDMENT NO. 14 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Outlook Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 69012T 206 (CUSIP Number) BioLexis Pte. Ltd. 36 Robinson Road #13-01 City House Singapore, 068877 Attn: Executive Director Telephone: +962

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D, dated December 1, 2021 (the ?Schedule 13D?), with respect to the common stock, par value $0.

Outlook Therapeutics Announces Closing of $57.5 Million Bought Deal, Including Full Exercise of Underwriter’s Option to Purchase Additional Shares

Exhibit 99.3 Outlook Therapeutics Announces Closing of $57.5 Million Bought Deal, Including Full Exercise of Underwriter?s Option to Purchase Additional Shares ISELIN, N.J., November 29, 2021 ? Outlook Therapeutics, Inc. (Nasdaq: OTLK) (?Outlook Therapeutics?), a?late clinical-stage?biopharmaceutical company?working to develop and launch the first FDA-approved ophthalmic formulation of bevacizumab

Outlook Therapeutics Announces $10 Million Bought Deal Offering of Common Stock

Exhibit 99.1 Outlook Therapeutics Announces $10 Million Bought Deal Offering of Common Stock ISELIN, N.J., November 23, 2021 (GLOBE NEWSWIRE) - Outlook Therapeutics, Inc. (Nasdaq: OTLK) (?Outlook Therapeutics?), a?late clinical-stage?biopharmaceutical company?working to develop the first FDA-approved ophthalmic formulation of bevacizumab-vikg for use in retinal indications, today announced that it

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2021 Outlook Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-37759 38-3982704 (State or other jurisdiction of incorporation) (Commi

Amended and Restated Underwriting Agreement, dated November 23, 2021, by and between the Company and H.C. Wainwright & Co., LLC.

Exhibit 1.1 Outlook Therapeutics, Inc. 40,000,000 Shares of Common Stock (par value $0.01 per share) Amended and Restated Underwriting Agreement November 23, 2021 H.C. Wainwright & Co., LLC As Representative of the several Underwriters listed in Schedule A hereto 430 Park Avenue, 4th Floor New York, NY 10022 Ladies and Gentlemen: Outlook Therapeutics, Inc., a company incorporated under the laws of

Outlook Therapeutics Increases Previously Announced Bought Deal Offering of Common Stock to $50 Million

Exhibit 99.2 Outlook Therapeutics Increases Previously Announced Bought Deal Offering of Common Stock to $50 Million ISELIN, N.J., November 23, 2021 (GLOBE NEWSWIRE) - Outlook Therapeutics, Inc. (Nasdaq: OTLK) (?Outlook Therapeutics?), a?late clinical-stage?biopharmaceutical company?working to develop and launch the first FDA-approved ophthalmic formulation of bevacizumab-vikg for use in retinal i

Form of Underwriter Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

40,000,000 Shares of Common Stock

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-254778 ? ? PROSPECTUS SUPPLEMENT (To Prospectus dated April 1, 2021) 40,000,000 Shares of Common Stock We are offering 40,000,000 shares of our common stock, par value $0.01 per share, pursuant to this prospectus supplement and the accompanying prospectus. The public offering price for each share of common stock is $1.25. Ou

Outlook Therapeutics Increases Previously Announced Bought Deal Offering of Common Stock to $50 Million

Free Writing Prospectus dated November 23, 2021 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated November 23, 2021 Registration Statement No.

Outlook Therapeutics Announces $10 Million Bought Deal Offering of Common Stock

Free Writing Prospectus dated November 23, 2021 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement dated November 23, 2021 Registration Statement No.

SUBJECT TO COMPLETION, DATED NOVEMBER 23, 2021

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.