Free
Writing Prospectus dated January 28, 2021
Filed
pursuant to Rule 433
Relating
to the Preliminary Prospectus Supplement dated
January 28,
2021
Registration
Statement No. 333- 231922
Outlook Therapeutics Increases Previously
Announced Bought Deal Offering of Common Stock to $35.0 Million
MONMOUTH
JUNCTION, N.J., January 28, 2021 — Outlook Therapeutics, Inc. (Nasdaq: OTLK) (“Outlook Therapeutics”),
a late clinical-stage biopharmaceutical company working to develop the first FDA-approved ophthalmic
formulation of bevacizumab-vikg for use in retinal indications, announced today that, due to demand, the underwriter has agreed
to increase the size of the previously announced public offering and purchase on a firm commitment basis 35,000,000 shares of
common stock of Outlook Therapeutics, at a price to the public of $1.00 per share, less underwriting discounts and commissions.
The closing of the offering is expected to occur on or about February 2, 2021, subject to satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as
the sole book-running manager for the offering.
Outlook Therapeutics also has granted to
the underwriter a 30-day option to purchase up to an additional 5,250,000 shares of common stock at the public offering price,
less underwriting discounts and commissions. The gross proceeds to Outlook Therapeutics, before deducting underwriting discounts
and commissions and offering expenses and assuming no exercise of the underwriter's option to purchase additional common stock,
are expected to be approximately $35.0 million.
GMS Ventures and Investments, an affiliate
of Outlook Therapeutics’ largest stockholder and strategic partner, BioLexis Pte. Ltd., has indicated an interest in purchasing
directly or through an affiliate up to $8.36 million of the shares of common stock offered in the offering at the public offering
price per share.
Outlook Therapeutics intends to use
the net proceeds from the offering for working capital and general corporate purposes, including in support of its ONS-5010 development
program.
The shares of common stock are being offered
by Outlook Therapeutics pursuant to a registration statement on Form S-3 (File No. 333-231922) originally filed with the Securities
and Exchange Commission (the “SEC”) on June 3, 2019 and declared effective by the SEC on June 26, 2019. The offering
of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of
the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to, and describing
the terms of, the offering have been filed with the SEC and are available on the SEC's website at http://www.sec.gov. A final
prospectus supplement and the accompanying prospectus related to the offering will be filed with the SEC and upon filing may also
be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (646)
975-6996 or e-mail at placements@hcwco.com.
In a concurrent private placement, Outlook
Therapeutics has also agreed to sell to its affiliate, Syntone Ventures LLC (“Syntone”), 3,000,000 shares of its common
stock at a purchase price per share of $1.00, the same price paid by investors in the public offering, for an aggregate purchase
price of approximately $3.0 million. The shares of common stock are being offered to Syntone pursuant to the exemption from registration
provided in Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder and are not being offered pursuant to
the prospectus supplement and the accompanying prospectus.
This press release shall not constitute
an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any
state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such state or other jurisdiction.
About Outlook Therapeutics, Inc.
Outlook Therapeutics is a late clinical-stage
biopharmaceutical company working to develop ONS-5010/LYTENAVA™ (bevacizumab-vikg) as the first FDA-approved ophthalmic
formulation of bevacizumab-vikg for use in retinal indications, including wet AMD, DME and BRVO. If ONS-5010 is approved, Outlook
Therapeutics expects to commercialize it as the first and only FDA-approved ophthalmic formulation of bevacizumab-vikg for use
in treating a range of retinal diseases in the United States, United Kingdom, Europe, Japan, China 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, initially for wet
AMD. For more information, please visit www.outlooktherapeutics.com.
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 “intend,” “will,” “potential,” “may,”
“might,” “should,” “expect,” “plan,” “anticipate,”
“project,” “believe,” “estimate,” “predict” or “continue,” the
negative of terms like these or other comparable terminology, and other words or terms of similar meaning. These include,
without limitation, statements related to our ability to close the offering and the use of proceeds from the offering, as
well as the ability to close the concurrent private placement to Syntone. Although Outlook Therapeutics believes that it has
a reasonable basis for the forward-looking statements contained herein, they are based on current expectations about future
events affecting Outlook Therapeutics 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 detailed in Outlook Therapeutics’ filings with the Securities and Exchange Commission. 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. Outlook Therapeutics 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:
Media Inquiries:
Harriet Ullman
Assistant Vice President
LaVoieHealthScience
T: 617-669-3082
hullman@lavoiehealthscience.com
Investor Inquiries:
Jenene Thomas
Chief Executive Officer
JTC Team, LLC
T: 833.475.8247
OTLK@jtcir.com
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