Outlook Therapeutics Files 8-K: Agreements, Financial Obligations, and Officer Changes

TL;DR

Outlook Therapeutics filed an 8-K detailing new debt, equity sales, and exec changes. Big moves happening.

AI Summary

Outlook Therapeutics, Inc. announced on January 30, 2025, that it entered into a material definitive agreement and incurred a direct financial obligation. The company also reported on the creation of an off-balance sheet arrangement and unregistered sales of equity securities. Additionally, there were changes in directors and officers, including compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and potential equity issuances, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Outlook Therapeutics, Inc. (company) — Registrant
• January 30, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $33,100,000 — e promissory note with a face amount of $33,100,000 (the "Note"). The Company expects to us
• $32,373,792 — ay in full the remaining obligations of $32,373,792 (estimated as of January 15, 2025), inc
• $0.01 — f the Company's common stock, par value $0.01 per share (the "Common Stock"), in exce
• $2.26 — on Stock at a price per share less than $2.26 other than issuances pursuant to the Co
• $3,000,000 — ll have an obligation to repay at least $3,000,000 of the outstanding balance of the Note
• $3.00 — ommon stock on Nasdaq equals or exceeds $3.00 per share (subject to adjustments for s
• $1,000,000 — day period is greater than or equal to $1,000,000. The Company may make payments (i) in c
• $25.0 million — our market capitalization is less than $25.0 million. By written notice to the Company, the
• $0.404 — , that if the Conversion Price is below $0.404 per share (subject to adjustment for st

Filing Documents

• tm254911d1_8k.htm (8-K) — 40KB
• tm254911d1_ex10-1.htm (EX-10.1) — 134KB
• tm254911d1_ex10-2.htm (EX-10.2) — 65KB
• 0001104659-25-008146.txt ( ) — 466KB
• otlk-20250130.xsd (EX-101.SCH) — 3KB
• otlk-20250130_lab.xml (EX-101.LAB) — 33KB
• otlk-20250130_pre.xml (EX-101.PRE) — 22KB
• tm254911d1_8k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into a Material Definitive Agreement. On January 31, 2025, Outlook Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement ("SPA") with Avondale Capital, LLC, a Utah limited liability company (the "Lender"), pursuant to which, the Company agreed to issue to the Lender an unsecured convertible promissory note with a face amount of $33,100,000 (the "Note"). The Company expects to use the proceeds from the issuance of the Note to repay in full the remaining obligations of $32,373,792 (estimated as of January 15, 2025), including accrued and unpaid interest and the applicable exit fee, under the Company's existing convertible promissory note with Streeterville Capital, LLC, dated December 22, 2022, which will be cancelled in connection with the issuance of the Note. The Company intends to use the remaining proceeds from the issuance of the Note for support of its ONS-5010 development program as well as working capital and other general corporate purposes, which may include repayment of debt. The closing of the transactions contemplated by the SPA and the Note (the "Closing") is expected to occur shortly following the Company's 2025 annual meeting of stockholders, subject to the satisfaction of closing conditions as described in greater detail below. Securities Purchase Agreement The SPA contains customary representations, warranties, and covenants of the Company and the Lender and customary closing conditions and other obligations of the parties. Among other closing conditions, the Company must obtain approval by its stockholders of the issuance of shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in excess of 19.99% of the outstanding Common Stock upon the conversion of the Note at a conversion price per share that is less than the "minimum price" under Nasdaq Listing Rule 5635, if required pursuant to the terms of the Note (the "Stockholder Approval"). Until the Closing, the Company has

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The Note and any shares of Common Stock issued upon conversion thereof will be issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.

02

Item 5.02 Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers. On January 30, 2025, in order to achieve an equal balance of membership among the three classes of directors of the Board of Directors of the Company (the "Board"), the Board determined that Lawrence A. Kenyon should be reclassified from Class II, with a term expiring at the 2027 Annual Meeting of Stockholders, to Class III, with a term expiring at the 2025 Annual Meeting of Stockholders. Accordingly, and solely to effect such change, effective January 30, 2025, Mr. Kenyon resigned as a Class II director and was immediately elected by the Board as a Class III director, effective as of January 30, 2025. The resignation and re-election of Mr. Kenyon was effected solely to rebalance the Board's classes, and for all other purposes, Mr. Kenyon's service on the Board is deemed to have continued uninterrupted.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "expect," "intend," "may," "will," "would," and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. All statements other than statements of historical fact contained in this Current Report on Form 8-K are forward-looking statements, including without limitation statements regarding the expected closing of the Note, receipt of the Stockholder Approval, anticipated proceeds of the Note and the use thereof, and the Company's plans to file a resale registration statement to register the resale of the shares of common stock underlying the Note. These forward-looking statements are based on the Company's expectations and assumptions as of the date of this Current Report on Form 8-K. These forward-looking statements are subject to risks and uncertainties that could cause results and events to differ significantly from those expressed or implied by the forward-looking statements, including risks associated with closing a securities offering. Additional factors that may cause the Company's actual results to differ from those expressed or implied in the forward-looking statements in this Current Report on Form 8-K are discussed in the Company's filings with the U.S. Securities and Exchange Commission, including under "Risk Factors" in the Company's annual report on Form 10-K for the year ended September 30, 2024 and future filings by the Company. Except as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Securities Purchase Agreement, dated as of January 31, 2025, by and between the Company and Avondale Capital, LLC. * 10.2 Form of Note. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

SIGNATURES

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. Outlook Therapeutics, Inc. Date: January 31, 2025 By: /s/ Lawrence A. Kenyon Lawrence A. Kenyon Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR