Outlook Therapeutics® Announces Pricing of $13.0 Million Public Offering

Rhea-AI Summary

Outlook Therapeutics (OTLK) has announced the pricing of a $13.0 million public offering of common stock and warrants. The offering consists of 9,285,714 shares of common stock priced at $1.40 per share, with each share accompanied by warrants to purchase two additional shares. The warrants have an exercise price of $1.40 per share, are immediately exercisable, and will expire in five years. The offering is expected to close on May 27, 2025. BTIG, LLC serves as the sole book-running manager. The company plans to use the proceeds for working capital and general corporate purposes.

Positive

• Warrants provide potential for additional capital if exercised

Negative

• Significant dilution for existing shareholders with 9.3M new shares being issued
• Additional potential dilution from 18.6M warrant shares
• Offering price suggests weak market position and need for capital

Insights

Financial Analyst

OTLK raised $13M through dilutive stock offering with warrants at $1.40, significantly expanding share count for working capital needs.

Outlook Therapeutics has priced a $13 million public offering that combines 9.29 million common shares with warrants to purchase an additional 18.57 million shares. The combined price is $1.40 per unit (one share plus warrants to purchase two additional shares), with the warrants having an exercise price of $1.40 and a five-year term. This financing structure is particularly dilutive to existing shareholders, as it substantially increases the potential share count.

The offering represents significant dilution at multiple levels. First, the immediate 9.29 million new shares will dilute current shareholders. Second, the warrants create the potential for an additional 18.57 million shares of dilution if exercised, effectively tripling the capital raise's dilutive impact over time. The pricing at $1.40 and the immediate exercisability of the warrants suggest urgency in the company's capital needs.

The company plans to use proceeds for "working capital and general corporate purposes" - typically corporate language indicating operational funding rather than specific strategic initiatives. For a biopharmaceutical company focused on bevacizumab for retina diseases, this likely means funding ongoing development, regulatory, or pre-commercial activities. The lack of specific use details might concern investors about burn rate and path to profitability.

The offering is being conducted under a shelf registration filed in April 2024, with BTIG serving as the sole book-runner. This capital raise is likely essential for continued operations but comes at the cost of substantial equity dilution for existing shareholders.

ISELIN, N.J., May 23, 2025 (GLOBE NEWSWIRE) -- Outlook Therapeutics, Inc. (Nasdaq: OTLK), a biopharmaceutical company focused on enhancing the standard of care for bevacizumab for the treatment of retina diseases, today announced the pricing of an underwritten public offering of 9,285,714 shares of its common stock, together with accompanying warrants to purchase 18,571,428 shares of its common stock. The combined public offering price of common stock and accompanying warrant is $1.40. 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 accompanying warrant has an exercise price of $1.40 per share, will become exercisable immediately and will expire five years from the date of issuance. The offering is expected to close on May 27, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering, before deducting the underwriting discounts and commissions and offering expenses payable by Outlook Therapeutics are expected to be approximately $13.0 million. Outlook Therapeutics intends to use the net proceeds from the offering for working capital and other general corporate purposes.

BTIG, LLC is acting as sole book-running manager for the offering.

The securities described above are being offered by Outlook Therapeutics pursuant to a shelf registration statement on Form S-3 (No. 333-278340) that was declared effective by the Securities and Exchange Commission (SEC) on April 5, 2024. A preliminary prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the preliminary prospectus supplement and the final prospectus supplement relating to this offering may be obtained, when available, by contacting: BTIG, LLC, 65 East 55th Street, New York, New York 10022, by telephone at (212) 593-7555 or by email at ProspectusDelivery@btig.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

About Outlook Therapeutics, Inc.

Outlook Therapeutics is a biopharmaceutical company focused on the development and commercialization of ONS-5010/LYTENAVA™ (bevacizumab-vikg; bevacizumab gamma) to enhance the standard of care for bevacizumab for the treatment of retina diseases. LYTENAVA™ (bevacizumab gamma) is the first ophthalmic formulation of bevacizumab to receive European Commission and Medicines and Healthcare products Regulatory Agency Marketing Authorization for the treatment of wet age-related macular degeneration (wet AMD). Outlook Therapeutics is working to initiate its commercial launch of LYTENAVA™ (bevacizumab gamma) in the European Union and the United Kingdom as a treatment for wet AMD, expected in the second quarter of calendar year 2025. In the United States, ONS-5010/LYTENAVA™ is investigational, and a Biologics License Application has been resubmitted to the U.S. Food and Drug Administration. If approved in the United States, ONS-5010/LYTENAVA™, would be the first approved ophthalmic formulation of bevacizumab for use in retinal indications, including wet AMD.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “expect,” “may,” “plan,” “potential,” “will,” or “would” the negative of terms like these or other comparable terminology, and other words or terms of similar meaning. These include, among others, statements regarding the gross proceeds from the offering, the use of proceeds from the offering, the completion of the offering, expectations concerning decisions of regulatory bodies and the timing thereof, plans for commercial launch of LYTENAVA™ in the EU and the UK and the timing thereof and other statements that are not historical fact. Although Outlook Therapeutics believes that it has a reasonable basis for the forward-looking statements contained herein, they are based on current expectations about future events affecting Outlook Therapeutics and are subject to risks, uncertainties and factors relating to its operations and business environment, all of which are difficult to predict and many of which are beyond its control. These risk factors include fluctuations in Outlook Therapeutics’ stock price, changes in market conditions and satisfaction of customary closing conditions related to the offering, risks in obtaining necessary regulatory approvals, the content and timing of decisions by regulatory bodies, and the sufficiency of Outlook Therapeutics’ resources, as well as those risks detailed in Outlook Therapeutics’ filings with the SEC, including the Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on December 27, 2024, and subsequent filings with the SEC, which include uncertainty of market conditions and future impacts related to macroeconomic factors, including as a result of the ongoing overseas conflicts, tariffs and trade tensions, fluctuations in interest rates and inflation, and potential future bank failures on the global business environment. These risks may cause actual results to differ materially from those expressed or implied by forward-looking statements in this press release. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Outlook Therapeutics does not undertake any obligation to update, amend or clarify these forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.

Investor Inquiries:
Jenene Thomas
Chief Executive Officer
JTC Team, LLC
T: 908.824.0775
OTLK@jtcir.com

Source: Outlook Therapeutics, Inc.

FAQ

What is the size and price of OTLK's May 2025 public offering?

Outlook Therapeutics' public offering is $13.0 million, consisting of 9,285,714 shares priced at $1.40 per share, with each share including warrants to purchase two additional shares.

What are the terms of the warrants in OTLK's 2025 offering?

The warrants allow purchase of two additional shares per common share at $1.40 per share, are immediately exercisable, and expire in five years from issuance.

How will Outlook Therapeutics use the proceeds from its 2025 offering?

Outlook Therapeutics intends to use the net proceeds from the offering for working capital and other general corporate purposes.

Who is managing OTLK's May 2025 public offering?

BTIG, LLC is acting as the sole book-running manager for the offering.

When will OTLK's May 2025 public offering close?

The offering is expected to close on May 27, 2025, subject to customary closing conditions.