[SCHEDULE 13G/A] Outlook Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. Schedule 13G/A reports that Tang Capital entities and Kevin Tang collectively beneficially own 1,500,000 shares of the company's common stock, representing 3.4% of the outstanding class on a diluted basis. Those shares are currently issuable upon exercise of warrants held by Tang Capital Partners, LP, and the filing states the percentages are based on 43,692,728 shares (42,192,728 outstanding plus 1,500,000 issuable warrants). TCP's warrants are exercisable for one share each but include a beneficial ownership cap preventing exercise that would increase ownership above 9.99% unless TCP provides notice to increase to a maximum of 19.99% with a 61-day delay. Voting and dispositive power over the shares is shared among Tang Capital Management, Tang Capital Partners, LP and Kevin Tang.

Positive

• Clear disclosure of beneficial ownership and exercise mechanics for 1,500,000 warrants (transparency for investors)
• Exercise cap (9.99% default) limits immediate concentration of ownership, reducing near-term takeover/control risk

Negative

• Shared voting/dispositive power among related parties could enable coordinated action despite modest percentage
• Warrants are exercisable which could dilute existing shareholders if exercised (adds potential dilution of 1,500,000 shares)

Insights

Securities Analyst

TL;DR: Tang Capital reports a modest 3.4% warrant-based stake with exercise limits that constrain near-term ownership concentration.

The filing is a routine 13G/A disclosing beneficial ownership via currently exercisable warrants totaling 1,500,000 shares, calculated on a diluted share base of 43,692,728. The 9.99% beneficial ownership cap on warrant exercise (expandable to 19.99% after notice and delay) is material to control dynamics because it limits immediate accumulation. Shared voting and dispositive power among related parties indicates coordinated ownership reporting but no single-party sole control. Impact for investors is neutral; the position is modest and subject to contractual exercise constraints.

Corporate Governance Expert

TL;DR: Related-party group disclosed coordinated control over warrants but no present intent to influence control is asserted.

The statement certifies the securities were not acquired to change or influence issuer control and identifies the filing parties and their relationships. Signatures by Kevin Tang across entities confirm centralized management of the reported position. The disclosure clarifies exercise mechanics and ownership caps, which are important governance details for monitoring potential future concentration. This is a standard disclosure without immediate governance red flags.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Outlook Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

69012T305

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

TANG CAPITAL MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Tang Capital Management, LLC ("TCM") beneficially owns 1,500,000 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants (the "Warrants," as defined in the Issuer's Registration Statement filed on Form S-3 with the Securities and Exchange Commission on March 20, 2025). The percentages used herein are based on 43,692,728 shares of Common Stock outstanding, which is comprised of: (i) 42,192,728 shares of Common Stock outstanding as of May 22, 2025, as set forth in the Issuer's Prospectus Statement filed on Form 424B5 that was filed with the Securities and Exchange Commission on May 23, 2025 and (ii) 1,500,000 shares currently issuable upon exercise of Warrants. TCM shares voting and dispositive power over such shares with Tang Capital Partners, LP ("TCP") and Kevin Tang.

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

KEVIN TANG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Kevin Tang beneficially owns 1,500,000 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants. Kevin Tang shares voting and dispositive power over such shares with TCP and TCM.

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

TANG CAPITAL PARTNERS, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,500,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,500,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,500,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.4 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: TCP beneficially owns 1,500,000 of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants. TCP owns 1,500,000 of the Issuer's Warrants, which are each exercisable for one share of the Issuer's Common Stock. TCP may not exercise any portion of the Warrants for shares of Common Stock if, as a result of the exercise, TCP, together with its affiliates and any other person or entity acting as a group, would own more than 9.99% of the Issuer's outstanding shares of Common Stock after exercise. However, TCP may increase such percentage to any other percentage, not in excess of 19.99% (to the extent such limit is required under applicable Nasdaq rules), by providing written notice to the Issuer, provided that any increase in such percentage shall not be effective until 61 days after notice is provided to the Issuer. The foregoing limitations remain in effect with respect to the Warrants, and, accordingly, all 1,500,000 shares are currently issuable upon exercise of Warrants. TCP shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

TANG CAPITAL PARTNERS INTERNATIONAL, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

TANG CAPITAL PARTNERS III, INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

TANG CAPITAL PARTNERS IV, INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Outlook Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: 111 S. Wood Avenue, Unit #100, Iselin, NJ, 08830
Item 2.
(a)	Name of person filing: This Statement on Schedule 13G (this "Statement") is filed by TCM, the general partner of TCP and Tang Capital Partners International, LP ("TCPI"); Kevin Tang, the manager of TCM and Chief Executive Officer of Tang Capital Partners III, Inc. ("TCP III") and Tang Capital Partners IV, Inc. ("TCP IV"); TCP; TCPI; TCP III; and TCP IV.
(b)	Address or principal business office or, if none, residence: The address of TCM, Kevin Tang, TCP and TCPI is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 400 S. 4th Street, 3rd Floor, Las Vegas, NV 89101.
(c)	Citizenship: TCM is a Delaware limited liability company. Mr. Tang is a United States citizen. TCP and TCPI are Delaware limited partnerships. TCP III and TCP IV are Nevada corporations that are indirectly wholly owned by TCP.
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 69012T305
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,500,000
(b)	Percent of class: 3.4%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0 shares
	(ii) Shared power to vote or to direct the vote: 1,500,000 shares
	(iii) Sole power to dispose or to direct the disposition of: 0 shares
	(iv) Shared power to dispose or to direct the disposition of: 1,500,000 shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TANG CAPITAL MANAGEMENT, LLC

Signature:	/s/ Kevin Tang
Name/Title:	Manager
Date:	08/14/2025

KEVIN TANG

Signature:	/s/ Kevin Tang
Name/Title:	Self
Date:	08/14/2025

TANG CAPITAL PARTNERS, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/14/2025

TANG CAPITAL PARTNERS INTERNATIONAL, LP

Signature:	/s/ Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/14/2025

TANG CAPITAL PARTNERS III, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/14/2025

TANG CAPITAL PARTNERS IV, INC

Signature:	/s/ Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/14/2025

FAQ

How many shares does Tang Capital beneficially own in Outlook Therapeutics (OTLK)?

Tang Capital and related parties beneficially own 1,500,000 shares, representing 3.4% of the class on a diluted basis.

Are the reported shares currently outstanding or exercisable warrants?

The 1,500,000 shares are currently issuable upon exercise of warrants held by Tang Capital Partners, LP.

Is there any limit on how many warrants TCP can exercise?

Yes. TCP may not exercise warrants if doing so would raise its ownership above 9.99% of outstanding shares, though it can elect to increase that cap to 19.99% with written notice and a 61-day delay.

Who shares voting and dispositive power over these shares?

Voting and dispositive power is shared among Tang Capital Management, LLC, Tang Capital Partners, LP, and Kevin Tang.

Does the filing state intent to influence control of the issuer?

The filing certifies these securities were not acquired for the purpose of changing or influencing control of the issuer.