Item 1.01
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Entry into a Material Definitive Agreement
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Registered Direct Offering of
Shares
On
June 22, 2020, Outlook Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional and accredited investors, pursuant to which the Company agreed to sell and issue,
in a registered direct offering, an aggregate of 8,407,411 shares (the “Shares”) of the Company’s common stock,
par value $0.01 per share (the “Common Stock”), at a purchase price of $1.215 per share,
for aggregate gross proceeds to the Company of approximately $10.2 million, before deducting fees payable to the placement agent
and other estimated offering expenses payable by the Company (the “Offering”). The Shares are being offered by the
Company pursuant to an effective shelf registration statement on Form S-3, which was originally filed with the Securities and Exchange
Commission on June 3, 2019, as amended, and was declared effective on June 26, 2019 (File No. 333-231922) (the “Registration
Statement”) and a prospectus supplement thereunder. The Offering is expected to close on or about June 24, 2020, subject
to the satisfaction of customary closing conditions.
Placement Agent Warrants
Pursuant to a letter agreement
dated as of June 2, 2020 (the “Engagement Letter”), the Company engaged H.C. Wainwright & Co., LLC (“Wainwright”)
to act as its exclusive placement agent in connection with the Offering. The Company agreed to pay Wainwright a cash fee of 7.0%
of the aggregate gross proceeds in the Offering. The Company also agreed to pay Wainwright an additional 1.0% of the aggregate
gross proceeds in the Offering as a management fee and to pay Wainwright for certain expenses in connection with the Offering in
an aggregate amount not to exceed $147,900 (including non-accountable expenses of $35,000 and a clearing fee of $12,900). In addition,
Wainwright will also receive warrants (the “Placement Agent Warrants”) in an amount equal to 7.0% of the aggregate
number of Shares sold in the Offering, or 588,519 shares of Common Stock, at an exercise price of $1.51875 per share and a 5-year
term.
Syntone Private Placement
On June 22, 2020, the
Company entered into a securities purchase agreement with Syntone Ventures LLC, a significant stockholder of the Company (the
“Syntone Purchase Agreement”), pursuant to which the Company agreed to sell and issue 823,045 shares of Common
Stock (the “Syntone Shares”) at a purchase price of $1.215 per share, for aggregate gross proceeds to the Company
of approximately $1.0 million (the “Syntone Private Placement”).
The Syntone Shares have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Registration Statement, and
are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b)
promulgated thereunder. The Syntone Private Placement is expected to close on or about July 21,
2020, subject to the satisfaction of customary closing conditions.
The foregoing descriptions
of the Purchase Agreement, the Engagement Letter, the Placement Agent Warrants and the Syntone Purchase Agreement are not complete,
and each description is qualified in its entirety by reference to the full text of the Purchase Agreement, the Engagement Letter,
the Placement Agent Warrants and the Syntone Purchase Agreement, copies of which are filed as Exhibits 10.1, 10.3, 4.1 and 10.2
respectively, to this Current Report on Form 8-K, and are incorporated by reference herein.