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Item 1.01
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Entry into a Material Definitive Agreement
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Note Purchase Agreement and Note
On November 16, 2021, Outlook Therapeutics, Inc. (the “Company”)
entered into a note purchase agreement (the “Purchase Agreement”) with Streeterville Capital, LLC, a Utah limited liability
company (the “Investor”), pursuant to which the Company issued the Investor an unsecured promissory note on November 16,
2021 in the original principal amount of $10,220,000 (the “Note”) for $10,000,000 in cash proceeds.
The Note bears interest at a rate of 9.5% per annum compounding
daily, matures January 1, 2023, and includes an original issue discount of $200,000, along with $20,000 for Investor’s fees, costs
and other transaction expenses incurred in connection with the purchase and sale of the Note. The Company may prepay all or a portion
of the Note at any time by paying 105% of the outstanding balance elected for pre-payment.
Under the Purchase Agreement, while the Note is outstanding,
the Company has agreed to keep adequate public information available, maintain its Nasdaq listing, and refrain from undertaking certain
“Variable Security Issuances” (as defined in the Purchase Agreement) without the holders’ consent, subject to certain
limited exempt issuances, in addition to other negative covenants. The Note provides that it is an event of default if the Company breaches
its negative covenants under the Purchase Agreement, undertakes certain “Fundamental Transactions” (as defined in the Purchase
Agreement), along with other customary events of default, in addition to providing for a default rate of 14%, and giving the holder the
right to increase the outstanding balance by 5% in the event of default.
2020 Note Amendment
On November 16, 2021, the Company and the Investor also entered into
an amendment (the “Note Amendment”) to that certain Note, dated November 4, 2020, issued by the Company to the Investor,
in the original principal amount of $10,220,000 (the “2020 Note”). The Note Amendment amends the 2020 Note to, among other
things, (i) extend the maturity date to January 1, 2023, (ii) increase the interest rate from 7.5% per annum to 10% per annum beginning
on January 1, 2022 and (iii) provide for the Investor’s right to redeem some or all of the outstanding balance of the Note for
shares of the Company’s common stock beginning July 1, 2022, subject to certain limitations.
The foregoing descriptions of the Purchase Agreement, the
Note and the Note Amendment are summaries of the material terms of such agreements, do not purport to be complete and are qualified in
their entirety by reference to the Purchase Agreement, the Note and the Note Amendment, which are filed as Exhibits 10.1, 10.2 and 10.3
to this Current Report on Form 8-K and incorporated by reference herein.
The cash proceeds provided by the Note and the Note Amendment, in
addition to the cash on hand, are expected to fund the Company through March 2022 to support the planned submission of a Biologics License
Application for ONS-5010 with the United States Food and Drug Administration in the first calendar quarter of 2022.
Forward-Looking Statements
This Current Report contains forward-looking statements. All statements
other than statements of historical facts are “forward-looking statements,” including those relating to future events. In
some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,”
“should,” “expect,” “plan,” “anticipate,” “project,” “believe,”
“estimate,” “predict,” “potential,” “intend” or “continue,” the negative
of terms like these or other comparable terminology, and other words or terms of similar meaning. These include, among others, statements
about the Company’s expectations regarding its cash resources and the timing of BLA submission for ONS-5010. Although the Company
believes that it has a reasonable basis for the forward-looking statements contained herein, they are based on current expectations about
future events affecting the Company and are subject to risks, uncertainties and factors relating to its operations and business environment,
all of which are difficult to predict and many of which are beyond its control. These risk factors include those risks associated with
developing pharmaceutical product candidates, risks of conducting clinical trials and risks in obtaining necessary regulatory approvals,
as well as those risks detailed in the Company’s filings with the Securities and Exchange Commission, including the Annual Report
on Form 10-K for the fiscal year ended September 30, 2020, as amended, and subsequent Quarterly Reports on Form 10-Q, which include the
uncertainty of future impacts related to the ongoing COVID-19 pandemic. These risks may cause actual results to differ materially from
those expressed or implied by forward-looking statements in this press release. All forward-looking statements included in this press
release are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date hereof. Outlook Therapeutics does not undertake any obligation to
update, amend or clarify these forward-looking statements whether as a result of new information, future events or otherwise, except
as may be required under applicable securities law.