Item 1.01
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Entry into a Material Definitive Agreement
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On January 28, 2021, Outlook
Therapeutics, Inc. (the “Company”) entered into an amended and restated underwriting agreement (the
“Underwriting Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), to issue and sell in an
upsized firm commitment offering 35,000,000 shares of common stock of the Company, par value $0.01 per share (“Common
Stock”), in an underwritten public offering pursuant to an effective shelf registration statement on Form S-3 (File No.
333-231922) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange
Commission (the “Offering”). The offering price to the public was $1.00 per share of Common Stock. Wainwright agreed to purchase the shares from the Company pursuant to the
Underwriting Agreement at a price of $0.93 per share (representing an underwriting discount of seven percent (7.0%), other
than on shares sold to GMS Ventures & Investments (“GMS Ventures”), an affiliate of BioLexis Pte. Ltd., the
Company’s largest stockholder, and the Company also agreed to reimburse them in the sum of up to $100,000 in connection
with this offering, $35,000 for non-accountable expenses and clearing fees of $12,900. The Company also agreed to pay
Wainwright a management fee equal to 1.0% of the aggregate gross proceeds in this offering, excluding shares sold to GMS
Ventures. In addition, the Company granted Wainwright an option to purchase, for a period of 30 days from the date of the
Underwriting Agreement, up to an additional 5,250,000 shares of Common Stock. The Company estimates that the net proceeds
from the Offering will be approximately $32.5 million, or approximately $37.3 million if Wainwright exercise in full
their option to purchase additional shares of Common Stock, in each case after deducting underwriting discounts and
commissions and estimated offering expenses. The closing of the Offering occurred on February 2, 2021. Wainwright acted as
the sole book-running manager for the Offering.
The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company, indemnification obligations of the Company and Wainwright, including
for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties
and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be
subject to limitations agreed upon by the contracting parties.
A copy of the opinion of Cooley LLP as to the legality of the shares
of Common Stock to be issued and sold in the Offering and related consent is filed as Exhibit 5.1 to this Current Report on Form
8-K.
Underwriter Warrants
Pursuant to the
Underwriting Agreement, the Company will issue 5-year warrants (the “Wainwright Warrants”) to the Wainwright or
its designees, to purchase shares of Common Stock in an amount equal to 7.0% of the aggregate number of shares sold in the
Offering (excluding any shares sold to GMS Ventures), or 1,864,800 shares of Common Stock (or if Wainwright exercises its option to purchase additional shares of Common Stock in full, 2,232,300 shares of Common Stock), at an exercise price of $1.25 per
share. (equal to 125% of the offering price). Neither the issuance of the Wainwright Warrants nor the shares of Common Stock issuable upon the
exercise of the Wainwright Warrants (the "Wainwright Warrant Shares") are registered under the Securities Act or any state securities
laws. The Wainwright Warrants and the Wainwright Warrant Shares will be issued in reliance on the exemptions from registration provided
by Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder.
Syntone Private Placement
On January 28, 2021, 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 3,000,000 shares of Common Stock (the “Syntone
Shares”) at a purchase price of $1.00 per share, for aggregate gross proceeds to the Company of $3.0 million (the “Syntone
Private Placement”).
The Syntone Shares have not been
registered under 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 by March 1, 2021, subject to the satisfaction of customary closing conditions.
The
foregoing descriptions of the Underwriting Agreement, the Underwriter 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 Underwriting Agreement, the Form of Underwriter
Warrants and the Syntone Purchase Agreement, copies of which are filed as Exhibits 10.1, 4.1 and 10.2 respectively, to this Current
Report on Form 8-K, and are incorporated by reference herein.