Outlook Therapeutics Inc

DEF 14A 1 tm242558-2_def14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

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Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

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OUTLOOK THERAPEUTICS, INC.

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(Name of Registrant as Specified In Its Charter)​

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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485 Route 1 South, Building F, Suite 320, Iselin, New Jersey 08830

(609) 619-3990

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Outlook Therapeutics, Inc., a Delaware corporation. The meeting will be held on Thursday, March 7, 2024 at 9:00 a.m. Central Time at the offices of Cooley LLP, 110 N. Wacker Drive, Suite 4200, Chicago, Illinois 60606.

You are being asked to vote on the following matters:

(1)

To elect the Board’s nominees, Gerd Auffarth, M.D., Julia A. Haller, M.D., Andong Huang and Lawrence A. Kenyon, to the Board of Directors as Class II Directors to hold office until the 2027 Annual Meeting of Stockholders.

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(2)

To approve the potential issuance in excess of 19.99% of our outstanding common stock in a private placement of shares of common stock and accompanying warrants at a price per share that is less than the “minimum price” under Nasdaq Listing Rule 5635.

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(3)

To approve the potential issuance in excess of 19.99% of our outstanding common stock upon the conversion of an outstanding convertible note at a conversion price per share that is less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note.

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(4)

To approve the amendment of Outlook Therapeutics, Inc.’s Amended and Restated Certificate of Incorporation, or the Restated Certificate, to increase the total number of shares of our common stock authorized for issuance from 425,000,000 shares to 1,200,000,000 shares.

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(5)

To approve the amendment of the Restated Certificate to reflect new Delaware law provisions regarding officer exculpation.

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(6)

To approve the amendment of the Restated Certificate to effect a reverse stock split of our issued and outstanding common stock, and a corresponding and proportionate reduction in the number of authorized shares of common stock, at a ratio of 1-for-10 to 1-for-30, to be determined in the sole discretion of the Board of Directors.

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(7)

To ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2024.

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(8)

A non-binding advisory vote on the compensation of Outlook Therapeutics, Inc.’s named executive officers.

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(9)

To conduct any other business properly brought before the Annual Meeting and any adjournment or postponement thereof.

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These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is January 22, 2024. Only stockholders of record as of the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.

By Order of the Board of Directors,

/s/ Lawrence A. Kenyon

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Corporate Secretary

Iselin, New Jersey

February 8 , 2024