Outlook Therapeutics Inc美股招股说明书(2026-07-21版)

We are filing this Registration Statement on FormS-3,of which this prospectus forms a part, to fulfill our contractual obligationswith the selling stockholders to provide for the resale by the selling stockholders of the shares of our common stock described in thisprospectus. The registration of the shares to which this prospectus relates does not require the selling stockholders to sell any of theirshares. We are not selling any shares of common stock under this prospectus and will not receive any proceeds from the sale by theselling stockholders of such shares. We will, however, receive the net proceeds of any Warrants exercised for cash. The selling stockholders may offer and sell or otherwise dispose of the shares of our common stock described in this prospectusfrom time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or atprivately negotiated prices. The selling stockholders will bear all underwriting fees, commissions and discounts, if any, attributable tothe sales of shares and any transfer taxes. We will bear all other costs, expenses and fees in connection with the registration of theshares. See “Plan of Distribution” for more information about how the selling stockholders may sell or dispose of their shares of ourcommon stock. Our common stock is listed on The Nasdaq Capital Market under the symbol “OTLK.” On July20, 2026, the last reported saleprice of our common stock was $1.38 per share. Investing in our common stock involves a high degree of risk. Before making an investment decision, please read theinformation under “Risk Factors” on page6 of this prospectus and under similar headings in any amendment or supplementto this prospectus or in any filing with the Securities and Exchange Commission that is incorporated by reference herein. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is July 21, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1THE OFFERING5RISK FACTORS6USE OF PROCEEDS7SELLING STOCKHOLDERS8PLAN OF DISTRIBUTION11EXPERTS13LEGAL MATTERS13WHERE YOU CAN FIND ADDITIONAL INFORMATION13INCORPORATION OF CERTAIN INFORMATION BY REFERENCE14 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3 that we filed with the Securities and Exchange Commission, orSEC, using a “shelf” registration process. Under this registration statement, the selling stockholders may from time to time sell theshares of common stock described in this prospectus in one or more offerings of the common stock described under “Plan ofDistribution.” We have not, and the selling stockholders have not, authorized anyone to provide you with information other than the informationthat we have provided or incorporated by reference in this prospectus and your reliance on any unauthorized information orrepresentation is at your own risk. This prospectus may be used only in jurisdictions where offers and sales of these securities arepermitted. You should assume that the information appearing in this prospectus is accurate only as of the date of this prospectus andthat any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference,regardless of the time of delivery of this prospectus, or any sale of our common stock. Our business, financial condition and results ofoperations may have changed since those dates. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectussupplement including the documents we incorporate by reference therein may contain, “forward-looking statements” within themeaning of Section27A of the Securities Act of 1933, as amended, or the Securities Act, and Section21E of the Securities ExchangeAct of 1934, as amended, or the Exchange Act. These statements relate to our future events, including our anticipated operations,research, development, manufacturing and commercialization activities, clinical trials, operating results and financial condition. Theseforward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,performance or achievements to be materially different from any future results, performances or achievements expressed or implied bythe forward-looking statements. Forward-looking statements may include, but are not limited to, statements about: our ability to obtain and maintain regulatory approval for ONS-5010/LYTENAVA in the United States and other markets;our ability to remedy the deficiencies identified in the most recent complete response letter issued by