Registration of Additional Securities (up to 20%) (s-1mef)
April 10 2019 - 6:12AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 10, 2019
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Outlook
Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
____________________
Delaware
|
2836
|
38-3982704
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
____________________
7 Clarke Drive
Cranbury, New Jersey 08512
(609) 619-3990
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
____________________
Lawrence A. Kenyon
President, Chief Executive Officer and
Chief Financial Officer
Outlook Therapeutics, Inc.
7 Clarke Drive
Cranbury, New Jersey 08512
(609) 619-3990
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
____________________
Copies to:
Yvan-Claude Pierre
Marianne C. Sarrazin
Pia Kaur
Cooley LLP
1114 Avenue of the Americas
New York, New York 10036
(212) 479-6000
|
Lawrence A. Kenyon
Outlook Therapeutics, Inc.
7 Clarke Drive
Cranbury, New Jersey 08512
(609) 619-3990
|
Jack Hogoboom
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
(212) 262-6700
|
____________________
Approximate date of commencement of
proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box.
x
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
x
(File No. 333-229761)
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filter
o
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
x
Emerging growth company
x
|
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION
FEE
Title of Each Class of Securities to be Registered
|
Proposed Maximum
Aggregate Offering Price
(1)
|
Amount of Registration Fee
(3)
|
Common Stock, $0.01 par value per share
(2)
|
$3,435,000
|
$416.32
|
Common Stock Purchase Warrants and shares of Common Stock, $0.01 par value per share, underlying Common Stock Purchase Warrants
|
$9,972,000
|
$1,208.61
|
Total
|
$13,407,000
|
$1,624.93
|
(1)
|
Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
|
(2)
|
Pursuant to Rule 416, under the Securities Act the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.
|
|
|
|
|
This Registration Statement shall become effective upon filing
with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE AND
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule
462(b) under the Securities Act of 1933, as amended (“
Securities Act
”), Outlook Therapeutics, Inc. (the
“
Registrant
”) is filing this Registration Statement on Form S-1 (this “
Registration
Statement
”) with the Securities and Exchange Commission (the “
Commission
”). This Registration
Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended
(File No. 333-229761) (the “
Prior Registration Statement
”), which the Registrant originally
filed with the Commission on February 21, 2019, and which the Commission declared effective on April 9, 2019.
The Registrant
is filing this Registration Statement with respect to the registration of additional shares of common stock (the “
Shares
”)
and additional warrants to purchase shares of common stock (the “
Warrants
”) and shares of common stock
issuable upon exercise of the Warrants. The information set forth in the Prior Registration Statement and all exhibits to the Prior
Registration Statement are incorporated by reference into this Registration Statement.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf
by the undersigned, thereunto duly authorized, in Cranbury, New Jersey, on April 10, 2019.
|
OUTLOOK THERAPEUTICS, INC.
|
|
|
|
By:
/s/ Lawrence A. Kenyon
|
|
Lawrence A. Kenyon
|
|
President, Chief Executive Officer and Chief Financial Officer
|
Pursuant to the requirements
of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities
and on the dates indicated.
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
*
Ralph H. Thurman
|
|
Executive Chairman
|
|
April 10, 2019
|
|
|
|
|
|
/s/ Lawrence
A. Kenyon
Lawrence A. Kenyon
|
|
President and Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting Officer)
|
|
April 10, 2019
|
|
|
|
|
|
*
Yezan Haddadin
|
|
Director
|
|
April 10, 2019
|
|
|
|
|
|
*
Kurt J. Hilzinger
|
|
Director
|
|
April 10, 2019
|
|
|
|
|
|
*
Pankaj Mohan, Ph.D.
|
|
Director
|
|
April 10, 2019
|
|
|
|
|
|
*
Faisal G. Sukhtian
|
|
Director
|
|
April 10, 2019
|
|
|
|
|
|
*
Joe Thomas
|
|
Director
|
|
April 10, 2019
|
|
|
|
|
|
*
Joerg Windisch, Ph.D.
|
|
Director
|
|
April 10, 2019
|
By:
/s/ Lawrence
A. Kenyon
Attorney-in-Fact
Outlook Therapeutics (NASDAQ:OTLK)
Historical Stock Chart
From Aug 2024 to Sep 2024
Outlook Therapeutics (NASDAQ:OTLK)
Historical Stock Chart
From Sep 2023 to Sep 2024