SEC Form SC 13G filed by Outlook Therapeutics Inc.

Securities and Exchange Commission

Washington, DC 20549

SCHEDULE 13G

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)

69012T305

(CUSIP Number)

March 18, 2024

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Outlook Therapeutics, Inc., a Delaware corporation (the “Issuer”)

485 Route 1 South, Building F, Suite 320, Iselin, NJ 08830

This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.

4747 Executive Drive, Suite 210, San Diego, CA 92121

Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

Common Stock, par value $0.01 per share (the “Common Stock”)

Tang Capital Partners. Tang Capital Partners beneficially owns 2,215,851 of the Issuer’s Common Stock, which consists of: (i) 1,619,412 shares of the Issuer’s Common Stock and (ii) 596,439 shares currently issuable upon exercise of Warrants (as defined in the Issuer’s Registration Statement filed on Form S-3 with the Securities and Exchange Commission on March 25, 2024).

Tang Capital Partners may not exercise any portion of the Warrants for shares of Common Stock if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity acting as a group, would own more than 9.99% of the Issuer’s outstanding shares of Common Stock after exercise. However, Tang Capital Partners may increase such percentage to any other percentage, not in excess of 19.99% (to the extent such limit is required under applicable Nasdaq rules), by providing written notice to the Issuer, provided that any increase in such percentage shall not be effective until 61 days after notice is provided to the Issuer.

The foregoing limitations remain in effect with respect to the Warrants, and, accordingly, only 596,439 shares are currently issuable upon exercise of Warrants. Beneficial ownership excludes 903,561 shares issuable upon the exercise of Warrants, which are not currently exercisable due to the beneficial ownership limitation of 9.99%.

Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

Tang Capital Management. Tang Capital Management beneficially owns 2,215,851 of the Issuer’s Common Stock, which consists of: (i) 1,619,412 shares of the Issuer’s Common Stock and (ii) 596,439 shares currently issuable upon exercise of Warrants.

Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

Kevin Tang. Kevin Tang beneficially owns 2,215,851 of the Issuer’s Common Stock, which consists of: (i) 1,619,412 shares of the Issuer’s Common Stock and (ii) 596,439 shares currently issuable upon exercise of Warrants.

Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

The percentages used herein are based on 22,180,695 shares of Common Stock outstanding as of March 18, 2024, which consists of: (i) 21,584,256 shares of Common Stock outstanding as of March 18, 2024 as set forth in the Issuer’s Registration Statement filed on Form S-3 that was filed with the Securities and Exchange Commission on March 25, 2024, and (ii) 596,439 shares currently issuable upon exercise of Warrants.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o

Not applicable

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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