OTLK Director Awarded 340,050 Options; $50K Fees Converted to Equity

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. director Huang Andong received two stock option grants totaling 340,050 options: 286,734 options at an exercise price of $1.04 (granted 10/01/2025) and 53,316 options at $1.06 (granted 10/03/2025). The larger grant is an annual non-employee director award under the company's 2024 Equity Incentive Plan and fully vests on October 1, 2026 subject to continuous service.

The smaller grant was issued in lieu of $50,000 of cash fees and vests in four equal quarterly installments, finishing on September 30, 2026, subject to continuous service. Both option grants include acceleration upon a defined Change in Control if the reporting person remains in service immediately prior to that event.

Positive

• 340,050 total options align director compensation with shareholder interests
• Fee deferral: $50,000 cash fees converted to equity, conserving cash
• Grants issued under the 2024 Equity Incentive Plan, indicating formal governance process

Negative

• Potential future dilution of 340,050 shares if all options are exercised
• Majority of options vest over ~1 year, delaying immediate alignment with shareholders until Sept–Oct 2026

Insights

Corporate Governance Analyst

Director received standard equity compensation with multi-year vesting and change-in-control acceleration.

The filing shows a total of 340,050 options granted to a director under the 2024 Equity Incentive Plan, split between an annual grant and a fee-for-equity award. The grants have structured vesting through Q3–Q4 2026, tying value realization to continued service.

This structure aligns director pay with shareholder-aligned incentives while including Change in Control acceleration clauses; the document explicitly states the acceleration applies only if the director provides continuous service immediately before such an event.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Huang Andong

(Last) (First) (Middle)

C/O OUTLOOK THERAPEUTICS, INC.

111 S. WOOD AVE, UNIT #100

(Street)

ISELIN NJ 08830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Outlook Therapeutics, Inc. [ OTLK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$1.04	10/01/2025		A		286,734		(1)	10/01/2035	Common Stock	286,734	$0	286,734	D
Stock Option (Right to Buy)	$1.06	10/03/2025		A		53,316		(2)	10/03/2035	Common Stock	53,316	$0	53,316	D

Explanation of Responses:

1. This option grant is an annual stock option grant under the Issuer's Non-Employee Director Compensation Policy and the Issuer's 2024 Equity Incentive Plan (the "2024 Plan") and shall fully vest on October 1, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date. In addition, the shares underlying the options are subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

2. The options were granted under the 2024 Plan in lieu of $50,000 cash fees payable under the Issuer's Non-Employee Director Compensation Policy and vest in four equal quarterly installments on the last day of each fiscal quarter such that they are vested in full on September 30, 2026, subject to the Reporting Person providing continuous service to the Issuer on such date and subject to acceleration upon a Change in Control as defined in the 2024 Plan, subject to the Reporting Person providing continuous service to the Issuer immediately prior to such Change in Control.

	/s/Lawrence A. Kenyon, Attorney-in-Fact	10/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What options did Outlook Therapeutics (OTLK) director receive?

Director Huang Andong was granted 286,734 options at $1.04 (10/01/2025) and 53,316 options at $1.06 (10/03/2025), totaling 340,050 options.

When do the options vest for OTLK director grants?

The 286,734 option grant vests in full on October 1, 2026; the 53,316 option grant vests in four equal quarterly installments and is fully vested on September 30, 2026, subject to continuous service.

Were any cash fees converted to equity for this OTLK filing?

Yes. $50,000 of cash fees were paid in the form of 53,316 options granted under the 2024 Plan.

Do the options include change-in-control provisions?

Yes. Both option grants include acceleration of vesting upon a defined Change in Control, subject to continuous service immediately prior to such event.

Who filed the Form 4 on behalf of the reporting person?

The Form 4 was signed by Lawrence A. Kenyon, Attorney-in-Fact on behalf of the reporting person, dated 10/03/2025.