Outlook Therapeutics prices $5.0 million stock sale

Outlook Therapeutics, Inc. agreed to a registered direct offering with GMS Ventures and Investments for 8,539,709 shares of common stock at $0.5855 per share, for expected gross proceeds of approximately $5.0 million before expenses.

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. agreed to a registered direct offering with GMS Ventures and Investments for 8,539,709 shares of common stock at $0.5855 per share, for expected gross proceeds of approximately $5.0 million before expenses. The transaction is expected to close on or about May 29, 2026, with proceeds intended for working capital and general corporate purposes.

In connection with this financing, the company entered into a warrant amendment with the same investor to reduce the exercise price of outstanding warrants to purchase up to 15,488,570 shares of common stock from a weighted average of $1.78 to $0.5855 per share, effective upon closing. Both the purchase agreement and warrant amendment include customary terms, conditions, and indemnification provisions and are tied to an existing effective Form S-3 registration statement and related prospectus supplement.

Insights

Capital structure and securities analyst

Outlook Therapeutics raises cash via a targeted stock sale and reprices existing investor warrants.

Outlook Therapeutics is using its effective Form S-3 shelf to complete a registered direct offering to GMS Ventures and Investments, selling 8,539,709 common shares at $0.5855 for expected gross proceeds of approximately $5.0 million. The proceeds are earmarked for working capital and general corporate purposes.

Alongside the stock sale, the company agreed to a warrant amendment with the same investor. Warrants to purchase up to 15,488,570 shares, originally issued in January 2025 and May 2025 with a weighted average exercise price of $1.78, will have their exercise price reduced to $0.5855 per share upon closing. This keeps the investor’s potential future exercise price aligned with the new equity issuance price.

The transaction depends on satisfaction of customary closing conditions, and both agreements contain standard representations, covenants, and indemnification language. The company highlights typical forward-looking statement risks, including completion of the offering and factors referenced in its Form 10-K for the year ended September 30, 2025 and related SEC filings.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares offered: 8,539,709 shares Offering price per share: $0.5855 per share Gross proceeds: approximately $5.0 million +5 more

8 metrics

Shares offered 8,539,709 shares Registered direct offering to GMS Ventures and Investments

Offering price per share $0.5855 per share Price for common stock in registered direct offering

Gross proceeds approximately $5.0 million Expected gross proceeds before expenses from the offering

Amended warrant coverage 15,488,570 shares Aggregate shares underlying amended common stock warrants

Original weighted average warrant exercise price $1.78 per share Before warrant amendment for outstanding investor warrants

New warrant exercise price $0.5855 per share Exercise price for amended warrants effective at closing

Form S-3 file number 333-278340 Effective registration statement used for the offering

Year-end reference September 30, 2025 Fiscal year-end referenced for Form 10-K risk factors

Key Terms

registered direct offering, securities purchase agreement, warrant amendment, prospectus supplement, +2 more

6 terms

registered direct offering financial

"the Company agreed to issue and sell to the Purchaser, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

securities purchase agreement financial

"entered into a securities purchase agreement (the “Purchase Agreement”) with GMS Ventures and Investments"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

warrant amendment financial

"the Company entered into a warrant amendment (the “Warrant Amendment”) with the Purchaser"

prospectus supplement regulatory

"and in the prospectus supplement relating to the Registered Direct Offering"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

forward-looking statements regulatory

"This report contains forward-looking statements, including, without limitation, statements relating to the Company’s expectations"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Outlook Therapeutics (OTLK) announce in this 8-K filing?

Outlook Therapeutics announced a registered direct offering to GMS Ventures and Investments, selling 8,539,709 common shares at $0.5855 per share for expected gross proceeds of approximately $5.0 million, plus a related warrant amendment for existing investor warrants.

How many shares is Outlook Therapeutics (OTLK) selling and at what price?

Outlook Therapeutics agreed to issue and sell 8,539,709 shares of common stock in a registered direct offering. Each share is priced at $0.5855, with gross proceeds expected to be approximately $5.0 million before deducting offering expenses payable by the company.

What is the expected closing date of Outlook Therapeutics’ registered direct offering?

The registered direct offering by Outlook Therapeutics is expected to close on or about May 29, 2026. Closing remains subject to the satisfaction of customary closing conditions as specified in the securities purchase agreement between the company and GMS Ventures and Investments.

How will Outlook Therapeutics (OTLK) use the proceeds from this offering?

Outlook Therapeutics plans to use the net proceeds from the registered direct offering, together with existing cash and cash equivalents, for working capital and general corporate purposes. The filing does not break down specific projects or allocations beyond these general corporate uses.

What change is being made to Outlook Therapeutics’ outstanding warrants?

In a related warrant amendment, Outlook Therapeutics will reduce the exercise price of certain outstanding warrants held by the purchaser. Warrants for up to 15,488,570 shares, previously at a weighted average of $1.78, will have an amended exercise price of $0.5855 per share upon closing.

Who is the investor in Outlook Therapeutics’ registered direct offering?

The sole investor is GMS Ventures and Investments, which is affiliated with directors Yezan Haddadin and Faisal G. Sukhtian of Outlook Therapeutics. The transaction is conducted as a registered direct offering priced at-the-market under Nasdaq rules.

What registration statement is Outlook Therapeutics using for this offering?

Outlook Therapeutics is using its effective registration statement on Form S-3, File No. 333-278340. This shelf registration was originally filed on March 28, 2024 and declared effective on April 5, 2024, along with a related base prospectus and prospectus supplement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/28/2026 - 05:09 PM EDT Learn about SEC filing dates

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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): May 28, 2026

Outlook Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37759	38-3982704
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 S. Wood Avenue, Unit #100 Iselin, New Jersey	08830
(Address of principal executive offices)	(Zip Code)

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

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		OTLK		The Nasdaq Stock Market LLC

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. ¨

Item 8.01 Other Events.

Registered Direct Offering

On May 28, 2026, Outlook Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with GMS Ventures and Investments (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market (the “Registered Direct Offering”), 8,539,709 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”). The offering price of each Share is $0.5855 per share. The gross proceeds to the Company from the Registered Direct Offering are expected to be approximately $5.0 million, before deducting offering expenses payable by the Company.

The Registered Direct Offering is expected to close on or about May 29, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Registered Direct Offering, together with existing cash and cash equivalents, for working capital and general corporate purposes.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchaser, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The Registered Direct Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-278340) that was originally filed with the Securities and Exchange Commission (the “SEC”) on March 28, 2024 and which became effective on April 5, 2024 and a related base prospectus and prospectus supplement thereunder.

GMS Ventures and Investments is affiliated with Yezan Haddadin and Faisal G. Sukhtian, directors of the Company.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Warrant Amendment 

In connection with the Registered Direct Offering, on May 28, 2026, the Company entered into a warrant amendment (the “Warrant Amendment”) with the Purchaser pursuant to which the Company agreed to amend certain outstanding common stock warrants to purchase up to an aggregate of 15,488,570 shares of Common Stock previously issued to the Purchaser in January 2025 and May 2025, with a weighted average exercise price of $1.78 per share, effective upon the closing of the Registered Direct Offering, such that the amended warrants (the “Amended Warrants”) have a reduced exercise price of $0.5855 per share. Other than as described herein, the terms of the Amended Warrants remain unchanged.

The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by the full text of the form of Warrant Amendment, a copy of which is attached hereto as Exhibit 4.1 and incorporated by reference herein.

Forward-Looking Statements

This report contains forward-looking statements, including, without limitation, statements relating to the Company’s expectations regarding the completion of the Registered Direct Offering and the use of proceeds therefrom. 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 Registered Direct 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, 2025, as updated by the Company’s subsequent filings and in the prospectus supplement relating to the Registered Direct 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
4.1		Form of Warrant Amendment.
10.1		Form of Securities Purchase Agreement between Outlook Therapeutics, Inc. and the Purchaser.
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 28, 2026	By:	/s/ Lawrence A. Kenyon
		Lawrence A. Kenyon
		Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 182.0 KB

Other Documents

• EX-4.1 EXHIBIT 4.1 8.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB