Outlook Therapeutics (OTLK) investor held to 9.99% cap

Rhea-AI Filing Summary

Outlook Therapeutics, Inc. (OTLK) is reported as the issuer of common stock held by institutional investors CVI Investments, Inc. and Heights Capital Management, Inc., which together are treated as "Reporting Persons." They report beneficial ownership of 24,713,908 shares of Outlook Therapeutics common stock, including 20,000,000 shares of common stock and additional shares issuable upon exercise of warrants, subject to a 9.99% beneficial ownership cap that limits warrant exercisability. Based on an indicated 242,672,554 shares outstanding as of the completion of a referenced offering, the Reporting Persons state that their holdings represent 9.9% of the outstanding common stock. Voting and dispositive power over these shares is shared, with Heights Capital Management acting as investment manager to CVI Investments and potentially exercising such powers, while both entities disclaim beneficial ownership beyond their pecuniary interest.

Key Figures

Beneficially owned shares: 24,713,908 shares Ownership percentage: 9.9 % Common shares component: 20,000,000 shares +4 more

7 metrics

Beneficially owned shares 24,713,908 shares Shares of Outlook Therapeutics common stock reported as beneficially owned by each Reporting Person

Ownership percentage 9.9 % Percent of Outlook Therapeutics common stock class reported as beneficially owned

Common shares component 20,000,000 shares Portion of beneficial ownership consisting of issued common stock (excluding warrant shares)

Shares outstanding baseline 242,672,554 shares Outlook Therapeutics common shares outstanding as of completion of referenced offering

Beneficial ownership cap 9.99 % Maximum beneficial ownership allowed before warrants become non-exercisable

Shared voting power 24,713,908.00 Number of shares over which Reporting Persons have shared voting power

Shared dispositive power 24,713,908.00 Number of shares over which Reporting Persons have shared dispositive power

Key Terms

beneficial owner, pecuniary interest, Section 13(d), Prospectus Supplement, +2 more

6 terms

beneficial owner financial

"may be deemed to be the beneficial owner of all Shares owned"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

pecuniary interest financial

"disclaims any beneficial ownership of any such Shares, except for their pecuniary interest"

Section 13(d) regulatory

"aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act"

A Section 13(d) filing is a public disclosure required under U.S. securities law when a person or group acquires more than 5% of a company’s registered equity and may influence control. The filer must report who owns the shares, how they were acquired, and any plans or intentions for the company, so the market and other shareholders can see if a large buyer is attempting a takeover or other strategic move. Think of it like a formal announcement that someone has crossed a threshold and is showing their hand.

Prospectus Supplement financial

"The Company's Prospectus Supplement (to Prospectus dated April 5, 2024"

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.

Limited Power of Attorney legal

"authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney"

warrants financial

"Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants")"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

How much of Outlook Therapeutics (OTLK) stock do CVI Investments and Heights Capital report owning?

CVI Investments and Heights Capital report beneficial ownership of 24,713,908 shares of Outlook Therapeutics common stock, representing 9.9% of the outstanding class, including 20,000,000 shares and additional shares issuable upon exercise of warrants subject to a 9.99% cap.

What percentage of Outlook Therapeutics (OTLK) does the Schedule 13G show as owned by the Reporting Persons?

The Schedule 13G reports that the Reporting Persons beneficially own 9.9% of Outlook Therapeutics’ common stock. This percentage is calculated against 242,672,554 shares outstanding as of the completion of an offering described in a Prospectus Supplement.

How many Outlook Therapeutics (OTLK) shares underlying warrants are included in the reported holdings?

The reported holdings consist of 20,000,000 common shares plus additional shares issuable upon exercise of warrants. The warrants are only exercisable to the extent that, after exercise, the Reporting Persons’ beneficial ownership would not exceed the 9.99% ownership limitation.

What ownership limitation applies to the warrants held in Outlook Therapeutics (OTLK)?

The warrants include a 9.99% beneficial ownership limitation, meaning they are not exercisable if exercising them would cause the Reporting Persons and their affiliates to beneficially own more than 9.99% of Outlook Therapeutics’ outstanding common stock under Section 13(d).

Who has voting and dispositive power over the Outlook Therapeutics (OTLK) shares reported on this Schedule 13G?

The filing states shared voting and dispositive power over 24,713,908 shares. Heights Capital Management, Inc. serves as investment manager to CVI Investments, Inc. and may exercise voting and dispositive power, while both entities disclaim beneficial ownership beyond their pecuniary interest.

How many Outlook Therapeutics (OTLK) shares were outstanding for the ownership calculation in this Schedule 13G?

The ownership calculation uses 242,672,554 shares outstanding of Outlook Therapeutics common stock, excluding shares underlying the warrants. This outstanding share figure comes from a Prospectus Supplement filed after completion of an offering of shares.

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Available on EDGAR 08/19/2026 - 01:47 PM Accepted by SEC EDGAR 08/19/2026 - 01:46 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Outlook Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

69012T305

(CUSIP Number)

08/12/2026

(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

CUSIP Number(s): 69012T305

1

Names of Reporting Persons

CVI Investments, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,713,908.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,713,908.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,713,908.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

SCHEDULE 13G

CUSIP Number(s): 69012T305

1

Names of Reporting Persons

Heights Capital Management, 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 24,713,908.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 24,713,908.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

24,713,908.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With respect to Row 6 and Row 8 above, Heights Capital Management, Inc. is the investment manager to CVI Investments, Inc. and as such may exercise voting and dispositive power over the shares reported as beneficially owned by CVI Investments, Inc. herein.

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: This statement is filed by the entities listed below, who are collectively referred to herein as "Reporting Persons," with respect to the shares of common stock of Outlook Therapeutics, Inc. (the "Company"), $0.01 par value per share (the "Shares"). (i) CVI Investments, Inc. (ii) Heights Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of CVI Investments, Inc. is: P.O. Box 309GT Ugland House South Church Street George Town Grand Cayman KY1-1104 Cayman Islands The address of the principal business office of Heights Capital Management, Inc. is: 101 California Street, Suite 3250 San Francisco, California 94111
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)	Title of class of securities: Common Stock, $0.01 par value per share
(e)	CUSIP Number(s): 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: The information required by this Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The number of Shares reported as beneficially owned consists of (i) 20,000,000 Shares, and (ii) Shares issuable upon the exercise of warrants to purchase Shares (the "Warrants"). The Warrants are not exercisable to the extent that the total number of Shares then beneficially owned by a Reporting Person and its affiliates and any other persons whose beneficial ownership of Shares would be aggregated with such Reporting Person for purposes of Section 13(d) of the Exchange Act, would exceed 9.99%. The Company's Prospectus Supplement (to Prospectus dated April 5, 2024, Registration No. 333-278340), filed on August 14, 2026, indicates there were 242,672,554 Shares outstanding (excluding Shares underlying the Warrants) as of the completion of the offering of the Shares referred to therein.
(b)	Percent of class: 9.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by this Item 4(c)(i) is set forth in Row 5 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(ii) Shared power to vote or to direct the vote: The information required by this Item 4(c)(ii) is set forth in Row 6 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
	(iii) Sole power to dispose or to direct the disposition of: The information required by this Item 4(c)(iii) is set forth in Row 7 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
	(iv) Shared power to dispose or to direct the disposition of: The information required by this Item 4(c)(iv) is set forth in Row 8 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. Heights Capital Management, Inc., which serves as the investment manager to CVI Investments, Inc., may be deemed to be the beneficial owner of all Shares owned by CVI Investments, Inc. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Shares, except for their pecuniary interest therein.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.

CVI Investments, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary of Heights Capital Management, Inc.
Date:	08/19/2026

Heights Capital Management, Inc.

Signature:	/s/ Sarah Travis
Name/Title:	Sarah Travis, Assistant General Counsel and Assistant Secretary
Date:	08/19/2026

Comments accompanying signature: Heights Capital Management, Inc. serves as authorized agent of CVI Investments, Inc. pursuant to a Limited Power of Attorney, a copy of which is attached as Exhibit 24 hereto.

Exhibit Information

EXHIBIT INDEX EXHIBIT DESCRIPTION ________ ________ 24 Limited Power of Attorney 99 Joint Filing Agreement