Outlook Therapeutics Inc

During the three months ended June 30, 2024, none of the Company’s directors or Section 16 officers adopted orterminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.

August 2024 Special Meeting

On June 13, 2024, the Company’s board of directors approved, subject to stockholder approval, the amendment and restatement of the Outlook Therapeutics, Inc. 2015 Equity Incentive Plan, or the 2015 Plan, to, among other things, update the name of the 2015 Plan to the Outlook Therapeutics, Inc. 2024 Equity Incentive Plan, or the 2024 Plan, and increase the number of shares of the Company’s common stock reserved for issuance under the 2024 Plan by 4,800,000 shares. As further described below, on August 12, 2024, our stockholders approved the 2024 Plan at a special meeting of stockholders, or the Special Meeting.

The terms of the 2024 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, and other stock awards.

A more detailed summary of the material features of the 2024 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, or the Proxy Statement, which was filed with the SEC on June 26, 2024. That summary and the foregoing description are qualified in their entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

At the Special Meeting, the Company’s stockholders voted on one proposal, which is described in more detail in the Proxy Statement. Of the 23,405,637 shares of the Company’s common stock outstanding as of the record date for the Special Meeting, 12,975,327 shares, or approximately 55.4%, were present or represented by proxy at the Special Meeting.

The following is a brief description of the matter voted upon and the certified results, including the number of votes cast for and against such matter, as well as the number of abstentions and broker non-votes with respect to such matter.

Proposal 1. Stockholders approved the 2024 Plan. The voting results were as follows: