Schedule 13G/A: 2.22M Warrants Give Great Point Partners 4.99% of OTLK

Rhea-AI Filing Summary

Great Point Partners, LLC together with Dr. Jeffrey R. Jay, M.D., and Ms. Lillian Nordahl report beneficial ownership of 2,220,000 shares of Outlook Therapeutics, Inc. common stock, representing 4.99% of the outstanding shares based on 42,192,728 shares reported by the issuer. The holdings consist of warrants to purchase 2,220,000 shares, which are treated as beneficially owned but are subject to an exercise restriction (a Beneficial Ownership Cap) that prevents exercise if it would increase ownership above 9.99%.

The reporting persons disclose shared voting and dispositive power over the 2,220,000 shares and state the position is not held to influence control of the issuer. The filing is a joint Schedule 13G/A and includes a Joint Filing Agreement executed August 14, 2025.

Positive

• Beneficial ownership disclosed transparently at 2,220,000 shares (4.99%), meeting SEC reporting requirements
• Holdings are below 5% threshold, indicating passive disclosure under Schedule 13G rather than an active 13D control filing
• Exercise cap (9.99%) limits potential immediate increase in ownership, reducing near-term control risk

Negative

• Shares are held via warrants, so ownership is contingent on exercise conditions and not immediate common stock ownership
• No sole voting or dispositive power reported—all power is shared, which may complicate decision-making among reporting persons

Insights

Securities Analyst

TL;DR: Reported stake equals 4.99% via warrants, below 5% active ownership threshold, limited by a 9.99% exercise cap.

The filing shows an economic exposure to Outlook Therapeutics through warrants for 2,220,000 shares, recorded as beneficial ownership but constrained by the Beneficial Ownership Cap. Because the reported percentage is 4.99%, the position remains within the disclosure band for passive holdings under Rule 13d-1(b). Shared voting and dispositive power indicate coordinated control rights among the reporting persons rather than sole control. For investors, this is a material ownership disclosure but not a control-threatening accumulation.

Corporate Governance Expert

TL;DR: Joint filing clarifies responsibilities; signature and agreement indicate governance transparency but no change-of-control intent.

The Joint Filing Agreement and certifications affirm that the reporting persons are filing jointly and disclaim intent to influence control, aligning with Schedule 13G treatment. The restriction on exercise of the warrants (to avoid exceeding 9.99%) reduces immediate potential for governance influence. The shared voting power should be monitored for any future conversion/exercise events, but currently the filing signals routine disclosure rather than an activist or control campaign.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Outlook Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value 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

Great Point Partners, 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 2,220,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,220,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,220,000.00

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)

4.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

Dr. Jeffrey R. Jay, M.D.

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 2,220,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,220,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,220,000.00

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)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 69012T305

1

Names of Reporting Persons

Ms. Lillian Nordahl

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 2,220,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,220,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,220,000.00

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)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

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, New Jersey 08830
Item 2.
(a)	Name of person filing: Great Point Partners, LLC Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl The Reporting Persons have entered into a Joint Filing Agreement, dated August 14, 2025, a copy of which is filed with this SCHEDULE 13G/A as Exhibit A, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is 165 Mason Street, 3rd Floor Greenwich, CT 06830
(c)	Citizenship: Great Point Partners, LLC is a limited liability company organized under the laws of the State of Delaware. Dr. Jeffrey R. Jay, M.D. is a citizen of the United States. Ms. Lillian Nordahl is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.001 par value 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: 2,220,000
(b)	Percent of class: 4.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,220,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 2,220,000 The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover pages for the Reporting Persons and is incorporated herein by reference. The reporting persons hold in the aggregate warrants to purchase 2,220,000 shares of Common Stock; however, the provisions of such warrants restrict the exercise of such warrants to the extent that, after giving effect to such exercise, the holder of the warrants and its affiliates, together with any other person or entities with which such holder would constitute a group, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Cap"). As a result, all shares underlying such warrants are beneficially owned by the reporting persons. 1. Great Point Partners, LLC (a) Amount beneficially owned: 2,220,000 (b) Percent of class: 4.99% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 2,220,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,220,000 2. Dr. Jeffrey R. Jay, M.D. (a) Amount beneficially owned: 2,220,000 (b) Percent of class: 4.99% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 2,220,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,220,000 3. Ms. Lillian Nordahl (a) Amount beneficially owned: 2,220,000 (b) Percent of class: 4.99% (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 2,220,000 (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,220,000 Based on a total of 42,192,728 shares outstanding, as reported by the Issuer in its Prospectus Form 424(b)(5) filed with the Securities and Exchange Commission (the "SEC") on May 23, 2025 and 2,220,000 shares of the Common Stock issuable upon exercise of warrants held by the reporting persons (subject to the Beneficial Ownership Cap).
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.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
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.

Great Point Partners, LLC

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D - Senior Managing Member
Date:	08/14/2025

Dr. Jeffrey R. Jay, M.D.

Signature:	/s/ Dr. Jeffrey R. Jay, M.D
Name/Title:	Dr. Jeffrey R. Jay, M.D
Date:	08/14/2025

Ms. Lillian Nordahl

Signature:	/s/ Ms. Lillian Nordahl
Name/Title:	Ms. Lillian Nordahl
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the SCHEDULE 13G/A to which this Exhibit is attached, and such SCHEDULE 13G/A is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such SCHEDULE 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Great Point Partners, LLC By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D., as Senior Managing Member Dr. Jeffrey R. Jay, M.D. By: /s/ Dr. Jeffrey R. Jay, M.D. Dr. Jeffrey R. Jay, M.D. Ms. Lillian Nordahl By: /s/ Ms. Lillian Nordahl Ms. Lillian Nordahl

FAQ

What stake in Outlook Therapeutics (OTLK) do the reporting persons hold?

They report beneficial ownership of 2,220,000 shares, representing 4.99% of outstanding common stock based on 42,192,728 shares.

Are the reported shares actual stock or instruments?

The filing states the position consists of warrants to purchase 2,220,000 shares, treated as beneficially owned but subject to exercise restrictions.

Do the reporting persons have voting control over the shares?

They report 0 sole voting power and 2,220,000 shared voting power; all voting and dispositive power is shared.

Does this filing indicate an attempt to take control of Outlook Therapeutics?

No. The certification states the securities were not acquired to change or influence control, and the filing is a Schedule 13G/A (passive disclosure).

What is the Beneficial Ownership Cap mentioned in the filing?

The warrants include a cap that prevents exercise if it would result in beneficial ownership exceeding 9.99% of outstanding common stock.