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2026-05-28
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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. ¨
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 |
