Current Report Filing (8-k)
April 26 2019 - 5:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): April 23, 2019
Outlook
Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37759
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38-3982704
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7 Clarke Drive
Cranbury, New Jersey
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08512
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code:
(609) 619-3990
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
x
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
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On April 23, 2019, Kenneth M. Bahrt, M.D. was terminated as
the Chief Medical Officer (“CMO”) of Outlook Therapeutics, Inc. (the “Company”) with immediate effect in
connection with the elimination of his position. In connection therewith, Dr. Bahrt and the Company entered into a Separation Agreement
and Release, dated April 23, 2019 (the “Separation Agreement”), to memorialize the terms of his severance arrangements
with the Company. The Separation Agreement becomes effective, in accordance with its terms, on May 1, 2019, the eighth day after
execution of the Separation Agreement. Pursuant to the Separation Agreement, and consistent with the terms of his employment agreement,
dated February 22, 2016, Dr. Bahrt will receive, as severance, his current base salary ($400,000) for 12 months, 12 months of COBRA
reimbursement, and accelerated vesting of 50% of his unvested equity awards. Dr. Bahrt has agreed to non-solicit and non-compete
covenants, as well as executed a general release of claims in connection therewith.
The foregoing description of the terms of the Separation Agreement
does not purport to be complete and is qualified in its entirety by the full text of the Separation Agreement, which is filed as
Exhibit 10.1 hereto.
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Item 9.01.
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Financial Statements and Exhibits
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(d)
Exhibits
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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.
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Outlook Therapeutics, Inc.
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Date: April 26, 2019
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By:
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/s/ Lawrence A. Kenyon
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Lawrence A. Kenyon
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Chief Executive Officer and Chief Financial Officer
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