Outlook Therapeutics Inc美股招股说明书(2025-05-14版)

The Prospectus, as supplemented by this Prospectus Supplement, relates to the offer and resale from time to time by certain sellingstockholders named in the Prospectus of up to an aggregate of 21,720,655 shares of our common stock, which consists of (i) 7,074,637 transaction on January 17, 2025, or the Warrant Inducement Transaction and (ii) 14,646,018 shares of our common stock issuableupon the conversion of an unsecured convertible promissory note, or the Note, which was issued by us to one of the sellingstockholders on March 13, 2025. Unless the context indicates otherwise, references in this Prospectus Supplement to “Outlook,”“Outlook Therapeutics,” “the Company,” “we,” “us,” “our” and similar references refer to Outlook Therapeutics, Inc. Capitalizedterms used in this Prospectus Supplement and not otherwise defined herein have the meanings specified in the Prospectus.This Prospectus Supplement is being filed to amend the selling stockholder information set forth in the Prospectus as set forth onAnnex Aattached hereto. This Prospectus Supplement should be read in conjunction with the Prospectus, and if there is anyinconsistency in the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under “Risk Factors” on page 7 of the Prospectus and under similar headings in any amendment or supplement tothe Prospectus or in any filing with the Securities and Exchange Commission that is incorporated by reference in the Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if theProspectus or the Prospectus Supplement is truthful or complete. Any representation to the contrary is a criminal offense. Altium also transferred 857,142 Tranche A Warrants to funds managed by Empery, which we collectively refer to as the WarrantTransfer. Consequently, the selling stockholder table appearing under the heading “Selling Stockholders” in the Prospectus is hereby supplemented and amended to give effect to the Warrant Transfer by: (1) removing Altium; and (2) adding the number of shares ofcommon stock beneficially owned and registered for sale by Empery, including the related footnote (2). The shares of common stock being offered by the selling stockholders are those (i) issuable to the selling stockholders uponexercise of the Tranche B Warrants issued in the Warrant Inducement Transaction and (ii) issuable to one of the selling stockholdersupon conversion of the Note pursuant to the SPA. For additional information regarding the issuance of Tranche B Warrants, Note andSPA, see the sections “Prospectus Summary—Warrant Inducement Transaction” and “Prospectus Summary—The Convertible Note”in the Prospectus. We are registering the resale of shares of common stock issuable upon exercise of the Tranche B Warrants and Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respectto our common stock. Generally, a person “beneficially owns” shares of our common stock if the person has or shares with others theright to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days.The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of commonstock by each of the selling stockholders. This information has been obtained from the selling stockholders or in Schedules 13G or the Warrant Transfer subsequent to March 13, 2025, each without regard to any limitations on exercises, unless otherwise indicated.The Tranche B Warrants are exercisable only for cash, except in limited circumstances, at any time and expire on March 11, 2030. TheNote is convertible on the earlier of (i) six months following the issuance of the Note and (ii) the date on which the registrationstatement on Form S-3 is declared effective and matures on July 1, 2026. The percentage of shares owned prior to and after the percentage of shares owned prior to the offering in the third column assumes the exercise of the Tranche B Warrants and theconversion of the entire aggregate principal amount of the Note at a conversion price of $2.26 per share, as applicable, by each sellingstockholder in computing such stockholder’s percentage ownership, but not for the purpose of computing the percentage ownership ofany other person. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to theProspectus.In accordance with the terms of the Inducement Letters and SPA, the Prospectus generally covers the resale of (i) the maximumnumber of shares of common stock issuable upon exercise of the Tranche B Warrants issued in the Warrant Inducement Transactionand (ii) the number of shares of common stock issuable upon the