Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
April 10 2019 - 6:13AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 10, 2019
Registration No. 333-229761
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Outlook
Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
____________________
Delaware
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2836
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38-3982704
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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____________________
7 Clarke Drive
Cranbury, New Jersey 08512
(609) 619-3990
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
____________________
Lawrence A. Kenyon
President, Chief Executive Officer and
Chief Financial Officer
Outlook Therapeutics, Inc.
7 Clarke Drive
Cranbury, New Jersey 08512
(609) 619-3990
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
____________________
Copies to:
Yvan-Claude Pierre
Marianne C. Sarrazin
Pia Kaur
Cooley LLP
1114 Avenue of the Americas
New York, New York 10036
(212) 479-6000
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Lawrence A. Kenyon
Outlook Therapeutics, Inc.
7 Clarke Drive
Cranbury, New Jersey 08512
(609) 619-3990
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Jack Hogoboom
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
(212) 262-6700
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____________________
Approximate date of commencement of
proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. ☒
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☒ (File No. 333-229761)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filter
o
|
Accelerated filer
o
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Non-accelerated filer
o
|
Smaller reporting company
x
Emerging growth company
x
|
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 7(a)(2)(B) of the Securities Act. ☒
This Registration Statement shall become effective upon filing
with the Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
Explanatory
Note
This Post-Effective Amendment No. 1 (this “Amendment”)
relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-229761), as amended, declared effective on April
9, 2019 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit
5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement
other than Item 16(a) of Part II as set forth below.
PART II
Information Not Required In Prospectus
Item 16. Exhibits and Financial Statement
Schedules
a) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to registration statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cranbury, New Jersey, on April 10, 2019.
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OUTLOOK THERAPEUTICS, INC.
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By:
/s/ Lawrence A. Kenyon
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Lawrence A. Kenyon
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President, Chief Executive Officer and Chief Financial Officer
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Pursuant to the requirements
of the Securities Act of 1933, this Post-Effective Amendment No. 1 to registration statement on Form S-1 has been signed by the
following persons in the capacities and on the dates indicated.
Signatures
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Title
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Date
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Ralph H. Thurman
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Executive Chairman
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April 10, 2019
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/s/ Lawrence
A. Kenyon
Lawrence A. Kenyon
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President and Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting Officer)
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April 10, 2019
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Yezan Haddadin
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Director
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April 10, 2019
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Kurt J. Hilzinger
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Director
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April 10, 2019
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Pankaj Mohan, Ph.D.
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Director
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April 10, 2019
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Faisal G. Sukhtian
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Director
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April 10, 2019
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Joe Thomas
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Director
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April 10, 2019
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Joerg Windisch, Ph.D.
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Director
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April 10, 2019
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By:
/s/ Lawrence
A. Kenyon
Attorney-in-Fact
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