Item 1.01 Entry into a Material Definitive Agreement.
Registered Direct Offering of Common Stock
On December 23, 2022, Outlook Therapeutics, Inc.
(the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with certain institutional and
accredited investors (the “Purchasers”), including GMS Ventures and Investments, an affiliate of the Company, pursuant to
which the Company agreed to sell and issue, in a registered direct offering, an aggregate of 28,460,831 shares (the “Shares”)
of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a purchase price of $0.8784 per share,
for aggregate gross proceeds to the Company of approximately $25 million, before deducting fees payable to the placement agent and other
estimated offering expenses payable by the Company (the “Offering”).
The Company intends to use the net proceeds from
the Offering for support of its ONS-5010 development program as well as working capital and other general corporate purposes, which may
include the repayment of debt.
The Purchase Agreements contain customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities
under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination
provisions.
The Offering is expected to close on or about
December 28, 2022, subject to customary closing conditions.
The Shares are being offered by the Company pursuant
to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange Commission
(the “SEC”) on March 26, 2021 and was declared effective on April 1, 2021 (File No. 333-254778) and a prospectus
supplement thereunder.
Pursuant to a letter agreement dated as of
December 22, 2022 (the “Engagement Letter”), the Company engaged M.S. Howells & Co. (the “Placement
Agent”) to act as placement agent with respect to certain accredited investors in the Offering. The Company has agreed to pay
the Placement Agent a cash fee equal to 5% of the aggregate gross proceeds from the sale of 10,315,113 shares of Common Stock being
offered to investors introduced to the Company by the Placement Agent and to reimburse certain expenses of the Placement Agent in
connection with the Offering in an amount not to exceed $130,000. In addition, the Company has agreed to issue to the Placement
Agent warrants to purchase up to 515,755 shares of Common Stock (the “Warrants”), which will be exercisable commencing
on the one-year anniversary of the closing the Offering at an exercise price of $1.05 per share and will expire on the three-year
anniversary of the closing of the Offering. The Engagement Letter contains customary representations, warranties and agreements by
the Company, indemnification obligations of the Company and the placement agent, including for liabilities under the Securities
Act, other obligations of the parties and termination provisions.
The legal
opinion of Cooley LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1
to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of
the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
The foregoing descriptions of the Purchase
Agreements, the Engagement Letter and the Warrants are not complete and are qualified in their entireties by reference to the full text
of the Form of Purchase Agreement, the Engagement Letter and the Warrants, copies of which are filed herewith as Exhibits 10.1, 10.2
and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.