Outlook Therapeutics Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
On May 22, 2025, Outlook Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BTIG, LLC (the “Underwriter”), relating to the issuance and sale (the “Offering”) of (i) 9,285,714 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) accompanying warrants to purchase up to an aggregate of 18,571,428 shares of Common Stock (the “Warrants”). The Common Stock is being sold in combination with an accompanying Warrant to purchase two shares of Common Stock issued for each share of Common Stock sold. The combined offering price of each share of Common Stock and accompanying Warrant to purchase two shares of Common Stock is $1.40.
The Offering is scheduled to close on or about May 27, 2025, subject to customary closing conditions.
The Company estimates that gross proceeds from the Offering, excluding the proceeds, if any, from the exercise of the Warrants, will be approximately $13.0 million, before deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.
Each Warrant will have an initial exercise price per share of $1.40, subject to certain customary adjustments for recapitalizations, stock splits and similar actions. The Warrants will be exercisable immediately and will expire five years from the date of issuance. A holder (together with its affiliates and other attribution parties) may not exercise any portion of a Warrant to the extent that immediately after giving effect to such exercise the holder would own more than 4.99%, 9.99% or 19.99%, as applicable, of the Company’s outstanding Common Stock immediately after exercise, which percentage may be changed at the holder's election to a lower or higher percentage not in excess of 19.99% (if exceeding such percentage would result in a change of control under Nasdaq Listing Rule 5635(b) or any successor rule) upon 61 days’ notice to the Company subject to the terms of the Warrants.
The Offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-278340) previously filed with the Securities and Exchange Commission (the “SEC”) and a prospectus supplement thereunder.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities arising under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of the Underwriting Agreement and as of specific dates, and were solely for the benefit of the parties to the Underwriting Agreement.
GMS Ventures and Investments, affiliated with Yezan Haddadin and Faisal G. Sukhtian, directors of the Company, has committed to purchase Shares and Warrants for an aggregate purchase price of approximately $6.0 million.
The foregoing descriptions of the terms of the Underwriting Agreement and Warrants are each qualified in their entirety by reference to the Underwriting Agreement and form of Warrant, respectively, which are attached as Exhibit 1.1 and Exhibit 4.1 hereto, respectively, and incorporated by reference herein.
A copy of the legal opinion of Cooley LLP relating to the validity of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.
Forward-Looking Statements
This report contains forward-looking statements, including, without limitation, statements relating to the Company’s expectations regarding statements related to the Offering, the amount of proceeds expected from the Offering and the timing and completion of the Offering. These forward-looking statements are based upon the Company’s current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including, without limitation, risks and uncertainties related to the satisfaction of customary closing conditions related to the Offering and other risks detailed in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended September 30, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in the prospectus supplement relating to the Offering. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company undertakes no duty to update such information except as required under applicable law.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated May 22, 2025, by and between the Company and BTIG LLC. | |
| 4.1 | Form of Warrant. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Outlook Therapeutics, Inc. | ||
| Date: May 23, 2025 | By: | /s/ Lawrence A. Kenyon |
| Lawrence A. Kenyon | ||
| Chief Financial Officer and Interim Chief Executive Officer | ||