Current Report Filing (8-k)
April 22 2022 - 4:03PM
Edgar (US Regulatory)
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2022-04-21
2022-04-21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 21, 2022
Outlook Therapeutics,
Inc.
(Exact name of registrant as specified in its charter)
Delaware |
001-37759 |
38-3982704 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
485 Route 1 South
Building F, Suite 320
Iselin, New Jersey |
08830 |
(Address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code:
(609) 619-3990
(Former
name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities pursuant to Section 12 (b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
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Name of Each Exchange on Which
Registered |
Common Stock |
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OTLK |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 13(a) of the Exchange Act. ¨
Item 1.01 |
Entry into a Material Definitive Agreement. |
Amended & Restated Investor Rights Agreement
On April 21, 2022, Outlook Therapeutics,
Inc. (the “Company”) entered into an Amended and Restated Investor Rights Agreement between GMS Ventures and Investments (“GMS
Ventures”) and the Company (the “A&R IRA”), which amends and restates the Investor Rights Agreement (the “Existing
IRA”), dated as of September 11, 2017, between the Company, GMS Ventures and BioLexis Pte Limited (“BioLexis”). The
A&R IRA was entered into in connection with a restructuring of BioLexis pursuant to which all shares of the Company’s capital
stock held by BioLexis for the benefit of affiliates of GMS Ventures are being transferred to GMS Ventures (the “Restructuring”).
In connection with the Restructuring, the rights and obligations of BioLexis under the Existing IRA were terminated.
Under the A&R IRA, the Company granted
GMS Ventures demand and piggyback registration rights consistent with the Existing IRA. In addition, as long as GMS Ventures and certain
of its affiliates maintain beneficial ownership of at least 5% of the Company’s outstanding common stock, GMS Ventures shall be
entitled to nominate directors to the Company’s board of directors (the “Board”) in proportion to its ownership stake
in the Company (rounded up). As long as GMS Ventures maintains beneficial ownership of at least 50% of the Company’s outstanding
common stock but less than or equal to 57%, GMS Ventures shall be entitled to nominate four of the directors for election to the Board.
Additionally, pursuant to the A&R IRA, GMS Ventures will have certain information rights, as well as the right of first offer over
future issuances of securities and a right of participation in future securities issuances.
The foregoing description of the
A&R IRA is not complete and is qualified in its entirety by reference to the full text of the A&R IRA, a copy of which is filed
herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 |
Financial Statements and Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Outlook Therapeutics, Inc. |
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Date: April 22, 2022 |
By: |
/s/ Lawrence A. Kenyon |
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Lawrence A. Kenyon |
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Chief Financial Officer |
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