Outlook Therapeutics, Inc.

For the period ended Jul 16, 2026. Filed Jun 1, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jul 16, 2026 · Filed Jun 1, 2026

Use the contents to explore the available documents and sections.

OTLK$0.44-0.6%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Cover page

Show cover page

DEF 14A 1 ny20071594x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

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:

☐	Preliminary Proxy Statement

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

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

OUTLOOK THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

111 S. Wood Avenue, Unit #100, Iselin, New Jersey 08830

(609) 619-3990

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

Dear Stockholder:

You are cordially invited to attend a special meeting of the stockholders (the “Special Meeting”) of Outlook Therapeutics, Inc., a Delaware corporation. The Special Meeting will be held on Thursday, July 16, 2026 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 approve, in accordance with The Nasdaq Stock Market Listing Rule 5635(d), the potential issuance of shares of our common stock underlying:

(a)

(i) common warrants to purchase up to 16,129,033 shares of common stock issued in April 2026 and (ii) placement agent warrants to purchase up to an aggregate of 2,258,064 shares of common stock, consisting of warrants to purchase up to 1,129,032 shares of common stock issued in April 2026 and warrants to purchase up to 1,129,032 shares of common stock that are issuable upon exercise of the common warrants in (i) above, in each case in connection with a registered direct offering of shares of our common stock and a concurrent private placement of accompanying warrants (collectively, the “Offering”); and

(b)	previously issued common warrants to purchase up to 2,142,854 shares of common stock held by an investor in the Offering that were amended concurrently with the Offering;

(2)	To approve the amendment of our Restated Certificate of Incorporation, as amended (the “Restated Certificate”), to increase the total number of shares of our common stock authorized for issuance from 260,000,000 shares to 600,000,000 shares;

(3)

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-50, to be determined in the sole discretion of the Board of Directors; and

(4)	To conduct any other business properly brought before the Special Meeting and any adjournment or postponement thereof.

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

The record date for the Special Meeting is May 18, 2026. Only stockholders of record as of the close of business on that date may vote at the Special Meeting or any adjournment or postponement thereof. A complete list of record stockholders will be available for examination by any stockholder for any purpose germane to the Special Meeting for a period of ten days ending on the day before the Special Meeting date. If you would like to view the list, please contact us at our principal executive offices between the hours of 9:00 a.m. and 5:00 p.m. Eastern Time at Outlook Therapeutics, Inc., Attn: Corporate Secretary, 111 S. Wood Avenue, Unit #100, Iselin, New Jersey 08830; telephone: (609) 619-3990.

Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting

to Be Held on July 16, 2026 at 9:00 a.m. Central Time.

The proxy statement is available at www.proxyvote.com.

By Order of the Board of Directors,

/s/ Lawrence A. Kenyon

Lawrence A. Kenyon

Corporate Secretary

Iselin, New Jersey

June 1, 2026

This proxy statement and accompanying form of proxy card are first being made available to stockholders on or about June 1, 2026.

You are cordially invited to attend the Special Meeting in person. Whether or not you expect to attend the Special Meeting, please complete, date, sign and return the enclosed proxy card, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Special Meeting. Even if you have voted by proxy, you may still vote in person if you attend the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.