Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
November 24 2021 - 6:34AM
Edgar (US Regulatory)
Free Writing Prospectus
dated November 23, 2021
Filed pursuant to Rule
433
Relating to the Preliminary
Prospectus Supplement dated
November 23, 2021
Registration Statement
No. 333-254778
Outlook Therapeutics Increases Previously Announced
Bought Deal Offering of Common Stock to $50 Million
ISELIN, N.J., November 23, 2021 (GLOBE
NEWSWIRE) -- Outlook Therapeutics, Inc. (Nasdaq: OTLK) (“Outlook Therapeutics”), a late
clinical-stage biopharmaceutical company working to develop and launch the first FDA-approved ophthalmic formulation of
bevacizumab-vikg for use in retinal indications, announced today that, due to demand, the underwriter has agreed to increase the
size of the previously announced public offering and purchase on a firm commitment basis 40,000,000 shares of common stock of
Outlook Therapeutics, at a price to the public of $1.25 per share, less underwriting discounts and commissions. The closing of the
offering is expected to occur on or about November 29, 2021, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the sole
book-running manager for the offering.
Outlook Therapeutics also has granted to the
underwriter a 30-day option to purchase up to an additional 6,000,000 shares of common stock at the public offering price, less
underwriting discounts and commissions. The gross proceeds to Outlook Therapeutics, before deducting underwriting discounts and
commissions and offering expenses and assuming no exercise of the underwriter's option to purchase additional common stock, are
expected to be $50 million.
GMS Ventures and Investments, an affiliate
of Outlook Therapeutics’ largest stockholder and strategic partner, BioLexis Pte. Ltd., has indicated an interest in
purchasing directly or through an affiliate up to $20 million of the shares of common stock offered in the offering at the public
offering price per share.
Outlook Therapeutics intends to use the net proceeds
from the offering for working capital and general corporate purposes, including in support of its ONS-5010 development program.
The shares of common stock are being offered
by Outlook Therapeutics pursuant to a shelf registration statement on Form S-3 (File No. 333-254778) originally filed with the Securities
and Exchange Commission (the “SEC”) on March 26, 2021 and declared effective by the SEC on April 1, 2021. The offering of
the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective
registration statement. A preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of, the
offering have been filed with the SEC and are available on the SEC's website at http://www.sec.gov. A final prospectus supplement and
the accompanying prospectus related to the offering will be filed with the SEC and upon filing may also be obtained by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
About Outlook Therapeutics, Inc.
Outlook Therapeutics is a biopharmaceutical company working to
develop and launch ONS-5010/ LYTENAVA™ (bevacizumab-vikg) as the first FDA-approved ophthalmic formulation of bevacizumab for use
in retinal indications, including wet AMD, DME and BRVO. If ONS-5010 ophthalmic bevacizumab is approved, Outlook Therapeutics expects
to commercialize it as the first and only FDA-approved ophthalmic formulation of bevacizumab for use in treating retinal diseases in the
United States, United Kingdom, Europe, Japan and other markets. Outlook Therapeutics expects to submit
ONS-5010 ophthalmic bevacizumab to the U.S. FDA as a BLA under the PHSA 351(a) regulatory pathway. For more information, please
visit www.outlooktherapeutics.com.
Forward-Looking Statements
This press release 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 “intend,” “will,”
“potential,” “may,” “might,” “should,” “expect,” “plan,” “anticipate,”
“project,” “believe,” “estimate,” “predict” or “continue,” the negative of
terms like these or other comparable terminology, and other words or terms of similar meaning. These include, without limitation, statements
related to the completion of the public offering, the satisfaction of customary closing conditions related to the public offering and
the intended use of net proceeds from the public offering. Although Outlook Therapeutics believes that it has a reasonable basis for
the forward-looking statements contained herein, they are based on current expectations about future events affecting Outlook Therapeutics
and are subject to risks, uncertainties and factors relating to its market and other conditions, 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 detailed in Outlook
Therapeutics’ filings with the Securities and Exchange Commission. 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.
CONTACTS:
Media Inquiries:
Harriet Ullman
Vice President
LaVoieHealthScience
T: 617-669-3082
hullman@lavoiehealthscience.com
Investor Inquiries:
Jenene Thomas
Chief Executive Officer
JTC Team, LLC
T: 833.475.8247
OTLK@jtcir.com
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