Outlook Therapeutics, Inc.

To the Stockholders and the Board of Directors

Outlook Therapeutics, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Outlook Therapeutics, Inc. and subsidiaries (the Company) as of September 30, 2025 and 2024, the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring losses from operations and negative cash flows from operations and has an accumulated deficit that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical* Audit *Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting* for the warrant inducement *transaction

As discussed in Note 10 to the consolidated financial statements, in January 2025, the Company entered into warrant exercise inducement offer letter agreements with GMS Ventures, Syntone, and certain other holders of Private Placement Warrants, pursuant to which the holders agreed to exercise their existing warrants at a reduced exercise price per share. In exchange, the Company issued new Tranche A and Tranche B inducement warrants for each existing warrant exercised. Given that the Tranche A and Tranche B inducement warrants were issued or agreed to be issued concurrently with the exercise of the existing warrants, the Company recorded an inducement charge in the amount of $33,521,874 in the consolidated statement of operations for the year ended September 30, 2025.

We identified the evaluation of the accounting for the inducement transaction as a critical audit matter. Challenging auditor judgment was required in evaluating the application of relevant accounting guidance to determine the classification of the inducement charge recorded in connection with the transaction.

The following are the primary procedures we performed to address this critical audit matter. We obtained the Company’s accounting analysis for the transaction. We inspected the underlying agreements related to the warrant inducement transaction to understand the terms and conditions of the transaction that were relevant to the classification determination. We evaluated management’s interpretation and application of the relevant accounting literature in recording the inducement charge.

/s/KPMG LLP

We have served as the Company’s auditor since 2015.

Philadelphia, Pennsylvania

December 19, 2025