Outlook Therapeutics Inc美股招股说明书(2026-03-23版)

Subject to Completion, dated March 23, 2026 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus Dated April 5, 2024) Shares of Common StockPre-Funded Warrants to Purchase up toShares of Common StockShares of Common Stock Underlying Pre-Funded WarrantsCommon Warrants to Purchase up toShares of Common StockShares of Common Stock Underlying Common WarrantsPlacement Agent Warrants to Purchase up toShares of Common StockShares of Common Stock Underlying Placement AgentWarrants We are offeringshares of our common stock, par value $0.01 per share, and common warrants to purchase up toshares of our common stock, or the common warrants, pursuant to this prospectus supplement and the accompanying prospectus. Thecombined public offering price for each share of common stock and accompanying common warrant to purchase one share of commonstock is $. The common warrants have an exercise price of $per share, are exercisable immediately and will expirefive years from the date of issuance. We are also offering the shares of our common stock that are issuable from time to time uponexercise of the common warrants. We are also offering pre-funded warrants, or the pre-funded warrants, to purchase up to an aggregate ofshares of commonstock (and the shares of common stock issuable from time to time upon exercise of the pre-funded warrants), in lieu of shares ofcommon stock, to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, togetherwith its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of ouroutstanding shares of common stock following the consummation of this offering. A holder of pre-funded warrants will not have theright to exercise any portion of its pre-funded warrants if the holder, together with its affiliates and certain related parties, wouldbeneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of common stock outstandingimmediately after giving effect to such exercise. Each pre-funded warrant will be exercisable for one share of common stock at anexercise price of $0.01 per share of common stock. The combined public offering price is $per pre-funded warrant andaccompanying common warrant, which is equal to the combined public offering price per share of common stock and accompanyingcommon warrant less $0.01. Each pre-funded warrant will be exercisable upon issuance and will expire when exercised in full. Theshares of common stock or pre-funded warrants, as applicable, and the accompanying common warrants, can only be purchasedtogether in this offering but will be issued separately and will be immediately separable upon issuance. Our common stock is traded on The Nasdaq Capital Market under the symbol “OTLK.” On March 20, 2026, the last reported saleprice of our common stock was $0.35 per share. There is no established public trading market for the common warrants or the pre-funded warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the common warrantsor the pre-funded warrants on any securities exchange or recognized trading system. The final public offering price will be determined between us and investors based on market conditions at the time of pricing, andmay be at a discount to the current market price of our common stock. We have retained H.C. Wainwright & Co., LLC to act as our exclusive placement agent, or the placement agent, in connectionwith the offering of the securities offered by this prospectus supplement. The placement agent has agreed to use its reasonable bestefforts to arrange for the sale of the securities offered by this prospectus supplement. The placement agent is not purchasing or sellingany of the securities that we are offering and the placement agent is not required to arrange the purchase or sale of any specific numberof shares or dollar amount. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, whichassumes that we sell all of the securities offered by this prospectus supplement and accompanying prospectus. See “Plan ofDistribution” in this prospectus supplement for more information regarding these arrangements. We are a “smaller reporting company” under the federal securities laws and are subject to reduced public company reportingrequirements. See the section entitled “Prospectus Supplement Summary—Implications of Being a Smaller Reporting Company.” Investing in our securities involves a high degree of risk. Before making an investment decision, please read theinformation in “Risk Factors” beginning on page S-7 of this prospectus supplement and in our filings incorporated byreference into this prospectus supplement and the accompanying prospectus. (1) We have agreed to pay the placement agent a cash fee of 7.0% of the aggregate gross proceeds of this offering. Because there is nominimum offering amount req