Outlook Therapeutics, Inc. SEC Filings

Outlook Therapeutics, Inc. reported that GMS Ventures & Investments and its controlling person, Ghiath M. Sukhtian, updated their beneficial ownership following an August 2026 underwritten public offering. GMS Ventures now beneficially owns a total of 42,631,142 shares of common stock, including 18,013,822 warrants, representing approximately 16.4% of Outlook Therapeutics’ outstanding common stock calculated under Rule 13d-3.

The change stems from the company’s sale of 55,555,556 shares and accompanying warrants in the August 2026 offering. GMS Ventures purchased 2,525,252 shares and accompanying warrants for an aggregate price of approximately $2.5 million at $0.99 per share-plus-warrant unit, funded by its working capital and capital contributions. The new warrants held by GMS Ventures are immediately exercisable at $1.10 per share and expire five years after issuance. The ownership percentages are based on 242,672,554 shares outstanding after the offering plus the warrant shares.

Outlook Therapeutics, Inc. insider GMS Ventures & Investments, associated with director and 10% owner Ghiath M. Sukhtian, participated in an underwritten public offering on August 12, 2026. GMS Ventures purchased 2,525,252 shares of common stock at $0.99 per share and received accompanying warrants to purchase 2,525,252 shares of common stock at an exercise price of $1.10 per share. The warrants were issued for $0.00 as part of the combined public offering price, are exercisable immediately, and expire on August 14, 2031 subject to a beneficial ownership limitation. Following the stock purchase, GMS Ventures held 24,617,320 shares of Outlook Therapeutics common stock indirectly reported for Sukhtian, with both reporting persons disclaiming beneficial ownership beyond their pecuniary interest.

Outlook Therapeutics, Inc. director and Chief Financial Officer Lawrence A. Kenyon reported open-market-style purchases tied to an underwritten public offering on August 14, 2026. He acquired 101,010 shares of common stock plus accompanying warrants to purchase another 101,010 shares, for a combined public offering price of $0.99 per share and warrant. The warrants are immediately exercisable at $1.10 per share and expire on August 14, 2031. Following the stock purchase, he held 106,956 common shares directly.

Outlook Therapeutics, Inc. entered into an Underwriting Agreement with Piper Sandler & Co. and BTIG, LLC for a public offering of 55,555,556 shares of common stock together with accompanying warrants to purchase up to an aggregate of 55,555,556 shares, at a combined public offering price of $0.99 per share and accompanying warrant. The company granted underwriters a 30‑day option to purchase up to 8,333,333 additional shares and/or warrants; the underwriters exercised this option for the additional warrants. Estimated gross proceeds are approximately $55.0 million before underwriting discounts, commissions and expenses and assuming no warrant exercises.

Each warrant is immediately exercisable at $1.10 per share and expires five years from issuance, subject to ownership limits of 4.99%, 9.99% or 19.99% of outstanding common stock. GMS Ventures and Investments, the largest stockholder, and senior executives, including the CEO and CFO, participated in the offering by purchasing common stock and accompanying warrants.

Outlook Therapeutics is a biopharmaceutical company commercializing LYTENAVA, the first FDA-, EU- and UK-approved ophthalmic bevacizumab for wet AMD. The company is offering 55,555,556 shares of common stock plus accompanying warrants to purchase 55,555,556 shares at a combined price of $0.99, for gross proceeds of about $55.0 million and estimated net proceeds of $51.1 million. Each warrant is immediately exercisable at $1.10 per share for five years. Underwriters have a 30‑day option for up to 8,333,333 additional shares and/or warrants.

Common shares outstanding are expected to rise to 242,672,554 (or 251,005,887 if the option is fully exercised), excluding warrant and option exercises and additional ATM issuances, implying meaningful dilution. Net proceeds, together with existing cash, are intended to fund the U.S. commercial launch of LYTENAVA and for working capital and general corporate purposes. Management estimates cash and cash equivalents of about $11.2 million as of June 30 2026 and discloses substantial doubt about the company’s ability to continue as a going concern without substantial additional capital. Outlook also carries a $19.8 million unsecured note to Atlas Sciences with quarterly redemption rights and a 7.5% exit fee, adding to financing risk.

Outlook Therapeutics reported third-quarter fiscal 2026 results and highlighted recent FDA approval of LYTENAVA, described as the only FDA-approved ophthalmic bevacizumab for wet age-related macular degeneration. The company is preparing a targeted U.S. commercial launch by the end of calendar 2026, including payer engagement, pricing and reimbursement strategy, and scaling commercial supply. Management believes LYTENAVA could potentially exceed $500 million in annual U.S. sales by 2030 and is also expanding commercialization in Germany, Austria and the UK, with additional European launches planned.

For the quarter ended June 30, 2026, net loss attributable to common stockholders was $20.3 million, or $0.15 per share, compared with a net loss of $20.2 million, or $0.55 per share, a year earlier. Adjusted net loss improved to $10.9 million versus $15.8 million in the prior-year quarter, mainly excluding fair value changes in promissory notes and warrant liabilities and loss on extinguishment of debt. Revenue declined to $9 thousand from $1.5 million, and gross profit turned from a $1.1 million profit to a slight loss. As of June 30, 2026, the company held $11.2 million in cash and cash equivalents, total assets of $26.2 million, current liabilities of $28.7 million, and a stockholders’ deficit of $10.4 million.

Outlook Therapeutics is conducting a primary offering of common stock and five‑year warrants to purchase common stock, with each share sold together with a warrant. The warrants are immediately exercisable, separately tradable, and will not be listed.

The company has developed LYTENAVA, the first and only ophthalmic bevacizumab approved for wet age‑related macular degeneration in the US, EU and UK. Commercialization has begun in Germany and the UK, with expansion to Austria and other European countries, and a US launch is planned before December 31, 2026.

Outlook estimates cash and cash equivalents of about $11.2 million as of June 30, 2026 and discloses substantial doubt about its ability to continue as a going concern without significant additional capital. Recent financings include April and May 2026 direct offerings and sales under a $100 million at‑the‑market program, plus a $19.8 million unsecured note with Atlas Sciences. Net proceeds from this offering, together with existing cash, are intended mainly to fund the US commercial launch of LYTENAVA and for working capital and general corporate purposes.

Outlook Therapeutics, Inc. reported that, based on preliminary estimates, it had $11.2 million of cash and cash equivalents as of June 30, 2026; this figure is unaudited and may change after normal closing and review processes. The company disclosed that its only product, LYTENAVA™ (bevacizumab‑vikg), received U.S. FDA approval on July 24, 2026 for the treatment of neovascular (wet) age‑related macular degeneration in adults, complementing existing approvals in the EU and UK.

Detailed amended and restated risk factors highlight that Outlook has a history of significant losses, generating only $1.4 million in LYTENAVA revenue in fiscal 2025, and that there is substantial doubt about its ability to continue as a going concern without substantial additional capital. As of March 31, 2026, cash was $7.7 million, supplemented by $4.2 million in April 2026 and $4.9 million in May 2026 equity financings, and encumbered by a $19.8 million unsecured note to Atlas Sciences LLC carrying at least 9.5% interest, a 7.5% exit fee on cash payments, and quarterly redemption rights beginning September 2026. The company also notified H.C. Wainwright that it terminated the current prospectus supplement for its at‑the‑market equity program, so further sales under that facility will require a new supplement, while the underlying Sales Agreement remains in effect.

Outlook Therapeutics director Faisal Ghiath Sukhtian purchased 95,398 shares of common stock on July 29, 2026 at 1.0482 per share in an open-market or private transaction. After this buy, he directly owns 220,972 common shares. The transaction was not reported as made under a Rule 10b5-1 trading plan.