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Outlook Therapeutics (OTLK) joint holders report 4.99% stake after SPA

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Form Type
SCHEDULE 13G

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. Schedule 13G discloses that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the Reporting Persons) are filing jointly to report beneficial ownership tied to a Securities Purchase Agreement dated April 22, 2026. The Reporting Persons may be deemed to beneficially own 5,990,447 shares of Common Stock, representing 4.99% of the class based on 103,067,190 shares outstanding (prior to the SPA). The filing describes additional shares issuable upon exercise of warrants (including 6,451,613 shares under Intracoastal Warrant 1 and warrants totaling 2,000,000 or adjusted figures subject to blocker provisions) and explains blocker provisions that prevent exercises that would push ownership above 4.99%.

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Insights

Joint 13G reports a 4.99% stake with blocker clauses limiting further immediate exercise.

The filing shows a coordinated beneficial position by two individuals and a related LLC tied to a recent SPA effective April 22, 2026. It documents shares issuable on exercise of two warrants and explicit blocker provisions that cap exercise rights at 4.99%.

This is primarily an ownership disclosure; material change in control is not indicated. Subsequent filings may disclose whether and when warrants become exercisable and any stockholder approvals required for additional issuances.

Ownership sits at the 4.99% reporting threshold after a SPA close; further dilution is gated by warrant terms.

The report ties the reported ownership to 103,067,190 shares outstanding prior to the SPA and to shares to be issued at closing. It details two warrants (one with 6,451,613 underlying shares and another with up to 2,000,000 or adjusted amounts) that include blocker provisions and exercise conditions.

Key items to watch in future filings: the effective date of any stockholder approval or charter amendment that would enable additional warrant exercises and any changes to the outstanding share base affecting the 4.99% threshold.

Beneficial ownership reported 5,990,447 shares as of close of business April 24, 2026
Percent of class 4.99% based on 103,067,190 shares outstanding prior to the SPA
Shares outstanding used in calc 103,067,190 shares outstanding prior to the SPA (reported to Reporting Persons)
Intracoastal Warrant 1 underlying 6,451,613 shares shares issuable upon exercise of Intracoastal Warrant 1 (exercise conditions apply)
Intracoastal Warrant 2 underlying (not fully exercisable) 2,000,000 shares shares issuable upon exercise of Intracoastal Warrant 2 (blocker provisions limit exercise)
blocker provision regulatory
"contains a blocker provision under which the holder thereof does not have the right to exercise"
Securities Purchase Agreement (SPA) financial
"Immediately following the execution of the Securities Purchase Agreement with the Issuer on April 22, 2026 (the "SPA")"
A securities purchase agreement is a legally binding contract that spells out the sale of shares or other securities, listing what is being sold, the price, how and when ownership changes hands, and any checks or approvals required before closing. Think of it as a detailed bill of sale plus rulebook: it sets buyer and seller promises, protections and conditions, so investors can assess who bears risk, when the deal will complete, and how the purchase may affect ownership and value.
beneficial ownership regulatory
"may have been deemed to have beneficial ownership of 6,451,613 shares of Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
issuable upon exercise financial
"shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal"

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

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FAQ

What stake does the Schedule 13G show for Outlook Therapeutics (OTLK)?

The Schedule 13G reports beneficial ownership of 5,990,447 shares, equal to 4.99%. This uses a base of 103,067,190 shares outstanding prior to the SPA and counts shares issued at the SPA closing in the ownership calculation.

Who are the Reporting Persons on the Schedule 13G for OTLK?

The filing is a joint report by Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC. The document states they filed jointly and provides their principal business addresses and citizenship information.

Do the Reporting Persons hold warrants that could increase their ownership in OTLK?

Yes. The filing references Intracoastal Warrant 1 (6,451,613 shares underlying) and Intracoastal Warrant 2 (up to 2,000,000 or adjusted amounts). Both warrants contain blocker provisions limiting exercise to avoid beneficial ownership above 4.99%.

What limits exercise of the warrants reported in the filing?

Each warrant contains a blocker provision that prevents exercise to the extent it would result in beneficial ownership above 4.99%. One warrant is also subject to conditions such as stockholder approval or an amendment increasing authorized shares before it becomes exercisable.

What outstanding share base does the filing use to calculate the 4.99% figure?

The calculation is based on 103,067,190 shares of Common Stock outstanding prior to the SPA. The filing explains the percentage using that base plus shares issued at the SPA closing.





69012T305

(CUSIP Number)
04/22/2026

(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)




schemaVersion:


SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G





SCHEDULE 13G



Mitchell P. Kopin
Signature:/s/ Mitchell P. Kopin
Name/Title:Mitchell P. Kopin
Date:04/24/2026
Daniel B. Asher
Signature:/s/ Daniel B. Asher
Name/Title:Daniel B. Asher
Date:04/24/2026
Intracoastal Capital LLC
Signature:/s/ Mitchell P. Kopin
Name/Title:Mitchell P. Kopin, Manager
Date:04/24/2026
Exhibit Information

Exhibit 1 - Joint Filing Agreement