Outlook Therapeutics sells 8,539,709 new shares

Outlook Therapeutics, Inc. completed a registered direct offering of 8,539,709 shares of its common stock, $0.01 par value per share, to GMS Ventures and Investments.

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Form Type

8-K

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. completed a registered direct offering of 8,539,709 shares of its common stock, $0.01 par value per share, to GMS Ventures and Investments. The shares were issued under an existing shelf registration statement on Form S-3 (File No. 333-278340).

The transaction was executed pursuant to a securities purchase agreement dated May 28, 2026, and used the company’s base prospectus and a prospectus supplement. Legal opinions and related consents from Cooley LLP were filed as exhibits in connection with this equity financing.

Insights

Outlook Therapeutics raises equity via a targeted shelf takedown, implying dilution but adding capital flexibility.

Outlook Therapeutics issued 8,539,709 common shares in a registered direct offering to GMS Ventures and Investments. Because this is a primary issuance, the company, not existing shareholders, is the party raising capital under its effective Form S-3 shelf.

The deal relies on a previously effective registration statement with a base prospectus and prospectus supplement, indicating an established capital-raising framework. Actual impact on ownership depends on the company’s pre-existing share count and the undisclosed purchase price. Subsequent disclosures may clarify proceeds and intended capital uses.

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 issued: 8,539,709 shares Par value per share: $0.01 per share Shelf registration file number: File No. 333-278340 +3 more

6 metrics

Shares issued 8,539,709 shares Registered direct offering of common stock

Par value per share $0.01 per share Common stock par value

Shelf registration file number File No. 333-278340 Form S-3 registration statement used for offering

S-3 filing date March 28, 2024 Original filing date of Form S-3

S-3 effectiveness date April 5, 2024 Date Form S-3 became effective

Securities purchase agreement date May 28, 2026 Agreement date with GMS Ventures and Investments

Key Terms

registered direct offering, securities purchase agreement, Form S-3, base prospectus, +2 more

6 terms

registered direct offering financial

"Exhibits are filed herewith in connection with the registered direct offering (the “Registered Direct Offering”)"

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

"pursuant to that certain securities purchase agreement entered into on May 28, 2026"

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.

Form S-3 regulatory

"the Company’s effective registration statement on Form S-3 (File No. 333-278340)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

base prospectus regulatory

"and a related base prospectus and prospectus supplement thereunder"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

prospectus supplement regulatory

"and a related base prospectus and prospectus supplement thereunder"

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.

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 disclosed a registered direct offering of 8,539,709 common shares to GMS Ventures and Investments. The transaction used its effective Form S-3 shelf registration, a base prospectus, and a related prospectus supplement to issue new equity.

How many shares did Outlook Therapeutics issue in the registered direct offering?

The company issued 8,539,709 shares of common stock with a par value of $0.01 per share. These shares were sold to GMS Ventures and Investments under a securities purchase agreement dated May 28, 2026.

Under which registration statement was the OTLK offering made?

The offering was made under Outlook Therapeutics’ effective shelf registration statement on Form S-3, File No. 333-278340. That registration was originally filed on March 28, 2024 and became effective on April 5, 2024, supporting the prospectus and supplement used.

Who purchased the shares in Outlook Therapeutics’ registered direct offering?

GMS Ventures and Investments purchased the 8,539,709 newly issued common shares. The purchase occurred under a securities purchase agreement with Outlook Therapeutics dated May 28, 2026, structured as a registered direct offering rather than a public marketed deal.

What legal opinions were filed with Outlook Therapeutics’ registered direct offering?

Outlook Therapeutics filed an opinion of Cooley LLP dated May 29, 2026 as Exhibit 5.1 and a related consent as Exhibit 23.1. These documents address the validity of the issued shares and provide standard legal support for the registered direct offering.

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

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Accepted by SEC EDGAR 05/29/2026 - 04:30 PM EDT

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 29, 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.

Exhibits are filed herewith in connection with the registered direct offering (the “Registered Direct Offering”) by Outlook Therapeutics, Inc. (the “Company”) of 8,539,709 shares of the Company’s common stock, $0.01 par value per share, to GMS Ventures and Investments (the “Purchaser”) pursuant to that certain securities purchase agreement entered into on May 28, 2026, by and between the Company and the Purchaser. 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 on March 28, 2024 and which became effective on April 5, 2024 and a related base prospectus and prospectus supplement thereunder.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
5.1		Opinion of Cooley, dated May 29, 2026.
23.1		Consent of Cooley LLP (included in Exhibit 5.1).
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 29, 2026	By:	/s/ Lawrence A. Kenyon
		Lawrence A. Kenyon
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Outlook Therapeutics sells 8,539,709 new shares

Rhea-AI Filing Summary