[8-K] Outlook Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Bank of Montreal (BMO) is offering US$425,000 of Senior Medium-Term Notes, Series K – “Digital Return Buffer Notes” – maturing 3 August 2026. The notes are linked to the worst performer of three U.S. equity benchmarks: the S&P 500, NASDAQ-100 and Russell 2000 (each a “Reference Asset”).

Key economic terms:

• Digital Return: 10.40% payable at maturity if the closing level of the Least Performing Reference Asset on 29 July 2026 (the Valuation Date) is ≥ 85% of its 27 June 2025 Initial Level (“Digital Barrier”).
• Buffer: first 15% downside is absorbed. If the Least Performing Reference Asset drops >15%, principal is reduced point-for-point beyond the buffer, exposing investors to a maximum loss of 85%.
• No periodic coupons; single payment at maturity.
• Issue price: 100%; agent’s commission 0.375%; estimated initial value: $981.99 per $1,000, reflecting embedded fees and hedging costs.
• Credit exposure: unsecured, unsubordinated obligations of BMO; CUSIP 06376EMN9; not FDIC or CDIC insured; not exchange-listed.

Illustrative payouts: any Final Level ≥ 85% triggers a fixed $1,104 per $1,000 note (10.40% gain). A Final Level of 80% returns $950 (-5%); 60% returns $750 (-25%); 0% returns $150 (-85%). Upside is capped at 10.40% irrespective of index performance.

Risk considerations include potential loss of up to 85% of principal, limited upside versus direct index exposure, secondary-market illiquidity (no listing; dealer market making discretionary), BMO credit risk, tax uncertainty (treated as prepaid derivative contracts), and a price-to-public that exceeds the bank’s modeled value.

The product may appeal to investors with a moderately bullish to sideways view on large-, mega- and small-cap U.S. equities over the next ~13 months who are willing to trade upside beyond 10.40% for a 15% buffer and accept issuer credit and liquidity risk.

Positive

• 10.40% fixed upside if worst-performing index finishes ≥ 85%, providing an above-market yield in a flat or modestly rising environment.
• 15% downside buffer mitigates moderate equity declines, offering partial capital protection compared with direct index exposure.
• Short 13-month tenor limits long-term market and rate uncertainty.

Negative

• Upside capped at 10.40%, materially underperforming equities if indices rally >10.4%.
• Potential loss up to 85% of principal if the worst index falls more than 15%.
• Issuer credit risk: payments depend solely on Bank of Montreal’s ability to pay.
• Liquidity risk: no exchange listing; secondary market, if any, depends on BMOCM’s discretion at likely discounts.
• Initial value below issue price ($981.99 vs $1,000) reflects embedded fees and hedging costs, creating negative carry from day one.

Insights

Structured-Product Analyst

TL;DR Limited-term note offers 10.40% fixed upside with 15% buffer but significant tail-risk and BMO credit exposure.

The design is straightforward: a 13-month digital payoff contingent on the worst of three broad U.S. indices. Statistically, the 85% barrier provides moderate protection, yet historical drawdowns in small-caps (RTY) make breach plausible. Investors forfeit all upside beyond 10.40%, so risk-adjusted appeal depends on one’s view that a <15% decline is more likely than >10.4% appreciation. The 1.88-point markup (price – modeled value) plus 0.375% commission and potential 0.35% referral fee illustrate typical structured-note friction. An estimated breakeven occurs if the worst index ends between 84.999% and 90% of initial, where the buffer or digital feature marginally outperforms passive exposure. Net: product suits yield-seeking allocators comfortable with issuer risk; not compelling for growth-oriented investors.

Portfolio Manager

TL;DR Attractive headline return, but capped upside, liquidity constraints and small-cap drag temper enthusiasm.

From a portfolio construction angle, the note behaves like a credit-linked call spread: long digital on worst-of basket, short equity upside beyond 10.4%, long put struck at 85%. Correlation among SPX/NDX/RTY means RTY dominates risk; historical vol ≈ 22% vs 15% (SPX) makes buffer less reliable. Duration just over a year mitigates rate risk but heightens reinvestment uncertainty. Lack of listing complicates exit; dealer bids likely 2–4 points under theoretical value, especially after the three-month temporary premium expires. I would size conservatively (<2% of total AUM) and treat as a tactical expression if one has high conviction of sideways markets. Impact on BMO’s credit profile is immaterial given size.

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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): June 28, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 28, 2025, the Board of Directors (the “Board”) of Outlook Therapeutics, Inc. (the “Company”) appointed Robert Charles Jahr as President and Chief Executive Officer of the Company and as a director, effective July 1, 2025 (the “Effective Date”). On the Effective Date, the Board increased its size from nine to ten directors and elected Mr. Jahr to the Board to fill the resulting vacancy as a Class III director for a term expiring at the 2028 annual meeting of stockholders. Mr. Jahr replaces Lawrence Kenyon, who resigned as Interim Chief Executive Officer of the Company concurrently with Mr. Jahr’s appointment. Mr. Kenyon will continue to serve as the Company’s Chief Financial Officer and as a member of the Board.

Mr. Jahr, 53, most recently served as the Chief Commercial Officer for Sobi North America (NA), a specialty healthcare company, from May 2021 to June 2025, where he oversaw commercial strategy, planning and execution excellence, including all marketing, sales, operations and market access activities. During his tenure at Sobi NA, Mr. Jahr led the immunology and hematology franchises, and three global development asset teams focused on preparing for regulatory submission, life cycle management and launch. Prior to that, from April 2020 to May 2021, Mr. Jahr served as General Manager & Vice President Head of International Markets at UCB Pharma SA, a biopharmaceutical company, where he managed the company’s portfolio in markets including China, Japan, Brazil, Australia, Canada, Middle East and Latin America, and from September 2018 to April 2020, he served as Vice President Head of US Payer Value, Pricing, Strategy & Innovation at UCB where he was responsible for developing teams during a period of expansion and launches. Prior to UCB, he held leadership roles in sales, marketing, operations, payor strategy, and market access at Amgen Inc. (Nasdaq: AMGN). Mr. Jahr holds a Master of Business Administration degree and a Bachelor of Science degree in Business Administration and Management from University of Montana. The Board believes that Mr. Jahr’s experience, track record and deep understanding of the biopharmaceutical industry qualify him to serve on the Board.

In connection with Mr. Jahr’s appointment, on June 28, 2025, the Company entered into an employment agreement (the “Employment Agreement”) with Mr. Jahr with respect to his service as President and Chief Executive Officer. The Employment Agreement provides for, as of the Effective Date, among other things: (i) an initial annual base salary of $600,000; (ii) a discretionary annual cash bonus with a target amount equal to 70% of Mr. Jahr’s base salary; and (iii) participation in the Company’s employee benefit and welfare plans. In addition, as a material inducement to Mr. Jahr’s entering into employment with the Company, the independent members of the Board approved the grant to Mr. Jahr of a stock option to purchase 800,000 shares of the Company’s common stock outside of the Company’s 2024 Equity Incentive Plan, in accordance with Nasdaq Listing Rule 5635(c)(4). The option has an exercise price equal to the fair market value of the Company’s common stock on the Effective Date, a ten-year term, and vests as to 25% of the shares on the first anniversary of the Effective Date, with the remainder vesting in equal monthly installments over the following three years, subject to Mr. Jahr’s continued service through each vesting date.

In the event of the termination of Mr. Jahr’s employment by the Company without “cause” or by him for “good reason” (each as defined in Employment Agreement) (a “Qualifying Termination”), the Employment Agreement provides that Mr. Jahr would be entitled to severance payments and benefits consisting of: (i) continued payment of his base salary for 12 months following the termination; (ii) 100% of his target bonus for the calendar year of termination paid in a lump sum; (iii) employee benefit coverage for up to 12 months; and (iv) full vesting of 50% of his then-unvested time-vesting equity awards, subject, in each case, to his execution of a separation agreement with an effective release of claims in favor of the Company and continued compliance with certain restrictive covenants set forth in the Employment Agreement. In the event Mr. Jahr’s employment is terminated due to a Qualifying Termination within two months prior to or within 12 months following a change in control (as defined in the Company’s 2024 Equity Incentive Plan), the Employment Agreement provides that Mr. Jahr would be entitled to severance payments and benefits consisting of: (i) continued payment of his base salary for 18 months; (ii) 150% of his annual target bonus for the calendar year of termination paid in a lump sum; and (iii) employee benefit coverage for up to 18 months. Additionally, (i) if the termination had occurred within two months prior to a change in control, 100% of Mr. Jahr’s then-unvested time-vesting equity awards would become fully vested as of the date of his termination, and (ii) if the termination had occurred within 12 months following a change in control and the outstanding time-vesting equity awards are assumed or substituted with similar equity awards by the acquiring company, 100% of Mr. Jahr’s then-unvested time-vesting equity awards would become fully vested as of the date of termination.  Under the terms of the Employment Agreement, Mr. Jahr will be entitled to the foregoing severance benefits only if a Qualifying Termination occurs following the expiration of a 90-day period from the Effective Date.

The foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

There are no other arrangements or understandings between Mr. Jahr and any other person pursuant to which he was appointed as an officer and director of the Company. Mr. Jahr does not have any family relationship with any director or other executive officer of the Company, and there are no transactions in which Mr. Jahr has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Executive Employment Agreement by and between Robert C. Jahr and Outlook Therapeutics, Inc, dated June 28, 2025.
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 1, 2025	By:	/s/ Lawrence A. Kenyon
		Lawrence A. Kenyon
		Chief Financial Officer

FAQ

What return do the BMO Digital Return Buffer Notes provide at maturity?

Investors receive $1,104 per $1,000 note (a 10.40% gain) if the worst of the S&P 500, NASDAQ-100 or Russell 2000 ends at or above 85% of its initial level.

How much principal protection do the notes offer?

The notes include a 15% buffer; losses begin only if the worst index is more than 15% below its initial level, after which loss is 1-for-1 down to an 85% maximum loss.

When do the notes mature and what are the key dates?

Pricing Date: 27 Jun 2025; Settlement Date: 2 Jul 2025; Valuation Date: 29 Jul 2026; Maturity Date: 3 Aug 2026.

Are the notes listed or tradable on an exchange?

No. The notes will not be listed; any resale depends on dealer quotes from BMOCM, which may be limited and at a discount.

What is the estimated initial value versus the issue price?

BMO estimates the initial value at $981.99 per $1,000 note, below the $1,000 price, reflecting commissions and hedging costs.

What are the U.S. federal tax considerations?

BMO intends to treat the notes as pre-paid derivative contracts; however, the IRS could assert a different treatment. Investors should consult tax advisors.