Form 8-K
8-K — Outlook Therapeutics, Inc.
Accession: 0001104659-26-084242
Filed: 2026-07-16
Period: 2026-07-16
CIK: 0001649989
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — tm2620677d1_8k.htm (Primary)
EX-3.1 — EXHIBIT 3.1 (tm2620677d1_3-1.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July
16, 2026
Outlook Therapeutics,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
001-37759
38-3982704
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
111
S. Wood Avenue
Unit
#100
Iselin, New Jersey
08830
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(609) 619-3990
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange
on Which
Registered
Common Stock
OTLK
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July
16, 2026, at a special meeting of stockholders (the “Special Meeting”) of Outlook Therapeutics,
Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of
Incorporation to increase the authorized number of shares of the Company’s common stock from 260,000,000 to 600,000,000 shares.
The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment
of the Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State
of Delaware on July 16, 2026, effective as of such date. The foregoing description is qualified in its entirety by the Certificate
of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07
Submission of Matters to a Vote of Security Holders
At the Special Meeting, the Company’s stockholders voted on three
proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule
14A for the Special Meeting, which was filed with the Securities and Exchange Commission on June 1, 2026. Of the 120,863,252 shares
of the Company’s common stock outstanding as of the record date, 62,303,960 shares, or approximately 51.5%, were present or represented
by proxy at the Special Meeting.
The following is a brief description of the matters voted upon and
the certified results, including the number of votes cast for and against each matter, as well as the number of abstentions and broker
non-votes with respect to each matter, where applicable.
Proposal 1(a). Stockholders approved the potential issuance
of shares of the Company’s common stock underlying common warrants (the “Private Placement Warrants”) to purchase up
to 16,129,033 shares of the Company’s common stock issued in April 2026 and (ii) placement agent warrants (the “Placement
Agent Warrants”) to purchase up to an aggregate of 2,258,064 shares of the Company’s common stock, consisting of Placement
Agent Warrants to purchase up to 1,129,032 shares of the Company’s common stock issued in April 2026 and Placement Agent Warrants
to purchase up to 1,129,032 shares of the Company’s common stock that are issuable upon exercise of the Private Placement Warrants,
in each case in connection with a registered direct offering of shares of the Company’s common stock and a concurrent private placement
of accompanying warrants (the “Offering”). The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
10,132,124
6,556,719
527,301
28,958,783
Proposal 1(b). Stockholders approved the potential issuance
of shares of the Company’s common stock underlying previously issued common warrants to purchase up to 2,142,854 shares of the Company’s
common stock held by an investor in the Offering that were amended concurrently with the Offering. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
10,011,424
6,691,578
513,142
28,958,783
Proposal 2. Stockholders approved the amendment of the Company’s
Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 260,000,000
to 600,000,000 shares. The voting results were as follows:
Votes For
Votes Against
Abstentions
Broker Non-
Votes
24,425,476
8,690,115
229,586
28,958,783
Proposal 3. Stockholders approved the amendment of the Company’s
Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, and a corresponding and proportionate
reduction in the number of authorized shares of the Company’s common stock, at a ratio of 1-for-10 to 1-for-50, to be determined
in the sole discretion of the Company’s board of directors. The voting results were as follows:
Votes For
Votes Against
Abstentions
44,271,885
17,765,393
266,682
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description
3.1
Certificate of Amendment of the Restated Certificate of Incorporation of Outlook Therapeutics, Inc.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Outlook Therapeutics, Inc.
Date: July 16, 2026
By:
/s/ Lawrence A. Kenyon
Lawrence A. Kenyon
Chief Financial Officer
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2620677d1_3-1.htm · Sequence: 2
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF OUTLOOK THERAPEUTICS, INC.
Outlook Therapeutics, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of Delaware, hereby certifies that:
First: The name of the Company is Outlook
Therapeutics, Inc. (the “Company”).
Second: The date of the filing the
original Certificate of Incorporation of this Company with the Secretary of State of the State of Delaware was October 22, 2015 under
the name Oncobiologics, Inc. and the date of filing of the Restated Certificate of Incorporation of the Company with the Secretary of
State of the State of Delaware was May 13, 2024.
Third: Paragraph A of ARTICLE IV of
the Company’s Restated Certificate of Incorporation, as amended, be, and it hereby is, amended and restated to read in its entirety
as follows:
“A. The Company is
authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”
The total number of shares which the Company is authorized to issue is six hundred and ten million (610,000,000) shares. Six hundred million
(600,000,000) shares shall be Common Stock, each having a par value of one cent ($0.01). Ten million (10,000,000) shares shall be Preferred
Stock, each having a par value of one cent ($0.01).”
Fourth: The foregoing amendment was
submitted to the stockholders of the Company for their approval, and was duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.
Fifth: This Certificate of Amendment
shall be effective at 5:00 p.m. Eastern Time on July 16, 2026.
In Witness Whereof, Outlook Therapeutics, Inc.
has caused this Certificate of Amendment to be signed by its Chief Financial Officer, Treasurer and Secretary this 16th day of July, 2026.
Outlook Therapeutics, Inc.
By:
/s/ Lawrence A Kenyon
Lawrence A Kenyon
Chief Financial Officer, Treasurer and Secretary
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