Outlook Therapeutics Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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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)

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Registrant’s telephone number, including area code: (609) 619-3990

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.02Termination of a Material Definitive Agreement

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As previously disclosed, Outlook Therapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SPA”) with Avondale Capital, LLC, a Utah limited liability company (the “Lender”), pursuant to which, the Company agreed to issue to the Lender an unsecured convertible promissory note with a face amount of $33,100,000 (the “Note”), subject to certain closing conditions. The closing conditions were satisfied and the Note closed and was issued on March 13, 2025. The Company used the proceeds from the issuance of the Note to repay in full the remaining obligations of $32,910,027.57, including accrued and unpaid interest and the applicable exit fee, under the Company’s existing convertible promissory note with Streeterville Capital, LLC, dated December 22, 2022, which was cancelled in connection with the issuance of the Note.

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Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 60,000,000 to 260,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on March 11, 2025 and was effective as of such date. The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 5.07Submission of Matters to a Vote of Security Holders

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At the Annual Meeting held on March 11, 2025, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 10, 2025 (the “Proxy Statement”). Of the 24,905,635 shares of the Company’s common stock outstanding as of the record date, 16,411,019 shares, or approximately 65.89%, were present or represented by proxy at the Annual Meeting.

The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.

Proposal 1. Stockholders elected each of the following nominees to serve as Class III directors on the Company’s Board of Directors (the “Board”) until the Company’s 2028 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. The voting results for such nominees were as follows:

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Proposal 2. Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding common stock upon the conversion of the Note at a conversion price per share that is less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of the Note. The voting results were as follows:

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Proposal 3. Stockholders approved the amendment of the Company’s Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 60,000,000 to 260,000,000 shares. The voting results were as follows:

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Proposal 4. Stockholders ratified the selection by the Audit Committee of the Board of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2025. The voting results were as follows:

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Proposal 5. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:

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Item 9.01Financial Statements and Exhibits

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(d) Exhibits

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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.

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