Outlook Therapeutics OKs Share Hike, Reverse Split

Outlook Therapeutics, Inc. held a special meeting of stockholders on July 16, 2026.

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. held a special meeting of stockholders on July 16, 2026. Stockholders approved the potential issuance of common shares underlying warrants issued in connection with an April 2026 registered direct offering, including up to 16,129,033 shares from Private Placement Warrants and up to 2,258,064 shares from Placement Agent Warrants, as well as 2,142,854 shares underlying amended previously issued warrants.

Stockholders also approved amending the Restated Certificate of Incorporation to increase authorized common stock from 260,000,000 to 600,000,000 shares. In addition, they approved an amendment authorizing the board to implement a reverse stock split, with a corresponding proportional reduction in authorized shares, at a ratio between 1-for-10 and 1-for-50.

For the meeting, 62,303,960 shares, representing approximately 51.5% of the 120,863,252 shares outstanding as of the record date, were present or represented by proxy.

Positive

• None.

Negative

• Authorized common stock was increased from 260,000,000 to 600,000,000 shares and warrant-related share issuances and a broad reverse split authorization were approved, expanding capacity for future equity issuance that can affect existing ownership percentages.

Filing Explained

Authorized share capacity is effective now; warrant-related dilution remains potential, and the reverse split has not been implemented.

The July 16, 2026 Form 8-K reports stockholder approval of potential warrant-related share issuances, an increase in authorized common shares, and authority for a 1-for-10-to-1-for-50 reverse split.

The authorized-share increase from 260,000,000 to 600,000,000 became effective when the certificate amendment was filed, while the warrant shares remain potential and the reverse split remains subject to board action.

If warrants are exercised and the shares are issued, the additional shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes.

A reverse split would consolidate shares and proportionally raise the per-share price, but this filing does not report that the split occurred.

Accordingly, the disclosed warrant amounts are potential issuance amounts rather than shares reported as issued in this filing.

Material follow-up points are any later warrant exercise or share issuance and the board’s decision to implement, and at what ratio, the approved reverse split authority.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Authorized common stock after amendment: 600,000,000 shares Authorized common stock before amendment: 260,000,000 shares Shares outstanding at record date: 120,863,252 shares +5 more

8 metrics

Authorized common stock after amendment 600,000,000 shares Total authorized common stock following charter amendment

Authorized common stock before amendment 260,000,000 shares Prior authorized common stock before stockholder approval

Shares outstanding at record date 120,863,252 shares Common stock outstanding as of the record date for the Special Meeting

Private Placement Warrants 16,129,033 shares Maximum common shares underlying Private Placement Warrants approved for potential issuance

Placement Agent Warrants 2,258,064 shares Maximum common shares underlying Placement Agent Warrants approved for potential issuance

Amended previously issued warrants 2,142,854 shares Common shares underlying previously issued warrants amended in connection with the Offering

Reverse stock split range 1-for-10 to 1-for-50 Board-authorized ratio range for a future reverse stock split

Shares present at Special Meeting 62,303,960 shares Shares present or represented by proxy, about 51.5% of outstanding shares

Key Terms

reverse stock split, Private Placement Warrants, Placement Agent Warrants, registered direct offering, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s common stock"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Private Placement Warrants financial

"underlying common warrants (the “Private Placement Warrants”) to purchase up to 16,129,033 shares"

Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.

Placement Agent Warrants financial

"placement agent warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 2,258,064 shares"

Placement agent warrants are options given to the broker or intermediary who helps a company sell shares privately; they grant the holder the right to buy a set number of company shares at a fixed price in the future. For investors, these warrants matter because exercising them increases the total shares outstanding and can dilute existing ownership and earnings per share, similar to adding more slices to a pizza and reducing the size of each existing slice.

registered direct offering financial

"in connection with a registered direct offering of shares of the Company’s common stock"

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.

broker non-votes financial

"as well as the number of abstentions and broker non- votes with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

FAQ

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

What did Outlook Therapeutics (OTLK) stockholders approve on July 16, 2026?

Stockholders approved warrant-related share issuances from an April 2026 offering, an amendment increasing authorized common stock to 600,000,000 shares, and an amendment authorizing the board to implement a 1-for-10 to 1-for-50 reverse stock split with a proportional authorized share reduction.

How many authorized shares does Outlook Therapeutics (OTLK) now have?

Authorized common stock increased to 600,000,000 shares. This reflects an amendment to the Restated Certificate of Incorporation approved at the special meeting, up from a prior authorization of 260,000,000 shares of common stock.

What reverse stock split did Outlook Therapeutics (OTLK) authorize?

Stockholders approved a reverse stock split at a ratio between 1-for-10 and 1-for-50. The exact ratio and timing are to be determined at the sole discretion of the board, with a corresponding proportional reduction in authorized common shares.

How many warrant-related shares did Outlook Therapeutics (OTLK) approve for potential issuance?

Stockholders approved potential issuances underlying 16,129,033 Private Placement Warrants, 2,258,064 Placement Agent Warrants, and 2,142,854 previously issued amended warrants. These warrants are tied to an April 2026 registered direct offering and concurrent private placement.

What was shareholder turnout for Outlook Therapeutics’ (OTLK) July 2026 special meeting?

A total of 62,303,960 shares were present or represented by proxy, about 51.5% of the 120,863,252 shares of common stock outstanding as of the record date for the special meeting.

How did Outlook Therapeutics (OTLK) stockholders vote on increasing authorized shares?

For the increase in authorized common stock to 600,000,000 shares, stockholders cast 24,425,476 votes for, 8,690,115 against, and 229,586 abstentions, with 28,958,783 broker non-votes recorded on the proposal.

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

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Accepted by SEC EDGAR 07/16/2026 - 04:05 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): July 16, 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

(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:

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

On July 16, 2026, at a special meeting of stockholders (the “Special Meeting”) of Outlook Therapeutics, Inc. (the “Company”), 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 260,000,000 to 600,000,000 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 July 16, 2026, 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.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Special Meeting, the Company’s stockholders voted on three proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, which was filed with the Securities and Exchange Commission on June 1, 2026. Of the 120,863,252 shares of the Company’s common stock outstanding as of the record date, 62,303,960 shares, or approximately 51.5%, were present or represented by proxy at the Special Meeting.

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

Proposal 1(a). Stockholders approved the potential issuance of shares of the Company’s common stock underlying common warrants (the “Private Placement Warrants”) to purchase up to 16,129,033 shares of the Company’s common stock issued in April 2026 and (ii) placement agent warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 2,258,064 shares of the Company’s common stock, consisting of Placement Agent Warrants to purchase up to 1,129,032 shares of the Company’s common stock issued in April 2026 and Placement Agent Warrants to purchase up to 1,129,032 shares of the Company’s common stock that are issuable upon exercise of the Private Placement Warrants, in each case in connection with a registered direct offering of shares of the Company’s common stock and a concurrent private placement of accompanying warrants (the “Offering”). The voting results were as follows:

Votes For				Votes Against				Abstentions				Broker Non- Votes
	10,132,124				6,556,719				527,301				28,958,783

Proposal 1(b). Stockholders approved the potential issuance of shares of the Company’s common stock underlying previously issued common warrants to purchase up to 2,142,854 shares of the Company’s common stock held by an investor in the Offering that were amended concurrently with the Offering. The voting results were as follows:

Votes For				Votes Against				Abstentions				Broker Non- Votes
	10,011,424				6,691,578				513,142				28,958,783

Proposal 2. 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 260,000,000 to 600,000,000 shares. The voting results were as follows:

Votes For				Votes Against				Abstentions				Broker Non- Votes
	24,425,476				8,690,115				229,586				28,958,783

Proposal 3. Stockholders approved the amendment of the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, and a corresponding and proportionate reduction in the number of authorized shares of the Company’s common stock, at a ratio of 1-for-10 to 1-for-50, to be determined in the sole discretion of the Company’s board of directors. The voting results were as follows:

Votes For				Votes Against				Abstentions
	44,271,885				17,765,393				266,682

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.			Description
3.1			Certificate of Amendment of the Restated Certificate of Incorporation of Outlook Therapeutics, Inc.
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: July 16, 2026	By:	/s/ Lawrence A. Kenyon
		Lawrence A. Kenyon
		Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 6.0 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