Current Report Filing (8-k)
December 06 2019 - 05:16PM
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):
December 4, 2019
Outlook
Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities pursuant to Section 12 (b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which
Registered
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Common Stock
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OTLK
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The Nasdaq Stock Market LLC
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Series A Warrants
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OTLKW
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The Nasdaq Stock Market LLC
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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 3.02
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Unregistered Sales of Equity Securities.
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In March 2019, Outlook Therapeutics,
Inc. (the “Company”) entered into a forbearance and exchange agreement, with an accredited investor who had acquired
two unsecured stockholder notes previously issued by the Company that had an aggregate original principal amount of $1,000,000,
were accruing default interest and were due on demand. The accredited investor agreed to forebear exercising its right to repayment
until March 7, 2020 and agreed to a reduced interest rate during such forbearance period, and the Company agreed to exchange principal
and accrued interest on such unsecured notes for shares of its common stock during the forbearance period at $13.44 per share or,
beginning September 2019 at a conversion price based on 95% of the average of the two lowest closing bid prices during the prior
twenty trading days.
Beginning in September 2019, the
accredited investor began exchanging such unsecured notes for shares of the Company’s common stock from time to time at
its option pursuant to the forbearance and exchange agreement. From September 9, 2019 through December 5, 2019, the Company
issued an aggregate 1,848,146 shares of its common stock in exchange for unsecured notes having aggregate principal and
accrued interest of approximately $2.0 million. Such shares were issued without registration in reliance upon the exemption
provided in Section 3(a)(9) of the Securities Act.
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: December 6, 2019
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By: /s/ Lawrence A. Kenyon
Lawrence A. Kenyon
Chief Executive Officer and Chief Financial Officer
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