Outlook Therapeutics Announces $11.2 Million Financings Priced At-The-Market Under Nasdaq Rules
June 23 2020 - 8:00AM
Outlook Therapeutics, Inc. (Nasdaq: OTLK) (“the Company”), a late
clinical-stage biopharmaceutical company working to develop the
first FDA-approved ophthalmic formulation of bevacizumab for use in
retinal indications, today announced that it has entered into
definitive agreements with several healthcare-focused institutional
investors for the purchase and sale, in a registered direct
offering priced at-the-market under Nasdaq rules, of
8,407,411 shares of its common stock, at a purchase price of $1.215
per share, for aggregate gross proceeds of approximately $10.2
million.
H.C. Wainwright & Co. is acting as the
exclusive placement agent.
In addition, the Company has entered into a
definitive agreement with Syntone Ventures, LLC (“Syntone”) for the
purchase and sale, in a private placement
priced at-the-market under Nasdaq rules, of 823,045
shares of its common stock at a purchase price of $1.215 per share,
for aggregate gross proceeds of approximately $1.0 million.
The closing of the sale of the shares of common
stock in the registered direct offering is expected to occur on or
about June 24, 2020, subject to the satisfaction of customary
closing conditions. The closing of the sale of the shares of common
stock in the private placement to Syntone is expected to occur on
or about July 21, 2020, subject to the satisfaction of customary
closing conditions. Outlook Therapeutics intends to use the net
proceeds from the financings for working capital and general
corporate purposes, including in support of its ONS-5010
development program.
The shares of common stock offered in the
registered direct offering are being offered and sold by the
Company pursuant to a "shelf" registration statement on Form S-3
(Registration No. 333-231922), including a base prospectus,
previously filed with and declared effective by the Securities and
Exchange Commission (“SEC”) on June 26, 2019. The offering of the
shares of common stock in the registered direct transaction are
being made only by means of a prospectus supplement that forms a
part of the registration statement. A final prospectus supplement
and an accompanying base prospectus relating to the registered
direct offering will be filed with the SEC and will be available on
the SEC's website located at http://www.sec.gov. Electronic copies
of the prospectus supplement and accompanying base prospectus may
also be obtained, when available, by contacting H.C. Wainwright
& Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022,
by phone at 646-975-6996 or e-mail at placements@hcwco.com.
The shares of common stock in the private
placement are being offered under Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Act”) and/or Regulation D promulgated
thereunder, and such shares of common stock have not been
registered under the Act or applicable state securities laws.
Accordingly, such shares of common stock may not be offered or sold
in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Outlook Therapeutics, Inc.
Outlook Therapeutics is a late clinical-stage
biopharmaceutical company working to develop the first FDA-approved
ophthalmic formulation of bevacizumab for use in retinal
indications, including wet AMD, DME and BRVO. If ONS-5010 /
LYTENAVA™ (bevacizumab-vikg), its investigational ophthalmic
formulation of bevacizumab, is approved, Outlook Therapeutics
expects to commercialize it as the first and only approved
ophthalmic formulation of bevacizumab for use in treating approved
retinal diseases in the United States, Europe, Japan and other
markets. Outlook Therapeutics expects to file ONS-5010 with the
U.S. FDA as a new BLA under the PHSA 351(a) regulatory pathway.
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 “may,” “might,” “will,” “should,”
“expect,” “plan,” “anticipate,” “project,” “believe,” “estimate,”
“predict,” “potential,” “intend” or “continue,” the negative of
terms like these or other comparable terminology, and other words
or terms of similar meaning. These include statements about the
Company’s planned commercialization and regulatory actions, risks
and uncertainties associated with market conditions, the
satisfaction of customary closing conditions related to the
offerings and use of proceeds, as well as risks and uncertainties
associated with the Company's business and financial condition
in general, including the risks and uncertainties described in the
Company's Annual Report on Form 10-K for the year
ended September 30, 2019, and in the Company's other filings
with the SEC, including its Quarterly Reports on Form 10-Q.
Although the Company believes that it has a reasonable basis for
forward-looking statements contained herein, they are based on
current expectations about future events affecting the Company and
are subject to risks, uncertainties and factors relating to its
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 associated with developing
pharmaceutical product candidates, risks of conducting clinical
trials and risks in obtaining necessary regulatory approvals, as
well as those risks detailed in the Company’s filings with the
Securities and Exchange Commission, which include the uncertainty
of future impacts related to the ongoing COVID-19 pandemic and the
geopolitical environment affecting Sino-U.S. relations. 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.
The Company 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: Outlook
Therapeutics: Lawrence A. Kenyon
LawrenceKenyon@outlooktherapeutics.com
Investor Inquiries: Jenene Thomas Chief
Executive Officer JTC Team, LLC T: 833.475.8247
OTLK@jtcir.com
Media Inquiries:Emmie TwomblyMedia Relations
SpecialistLaVoie Health ScienceM:
857.389.6042etwombly@lavoiehealthscience.com
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