Outlook Therapeutics Inc美股招股说明书(2026-08-14版)

We are offering (i) 55,555,556 shares of our common stock, par value $0.01 per share and (ii) accompanying warrants, or the purchasewarrants, to purchase up to an aggregate of 55,555,556 shares of our common stock (and the shares of common stock issuable from time totime upon exercise of each of the purchase warrants), pursuant to this prospectus supplement and the accompanying prospectus at a combinedpublic offering price of $0.99. Each share of common stock will be sold in combination with an accompanying purchase warrant to purchaseone share of common stock issued for each share of common stock sold. The shares of our common stock and purchase warrants areimmediately separable and will be issued separately. The purchase warrants will be exercisable immediately and will expire five years fromthe date of issuance. The purchase warrants will have an exercise price of $1.10 per whole share of our common stock, subject to adjustmentas described elsewhere in this prospectus supplement. Our common stock is traded on The Nasdaq Capital Market under the symbol “OTLK.” On August12, 2026, the last reported sale price ofour common stock was $1.10 per share. There is no established public trading market for the purchase warrants and we do not expect a marketto develop. In addition, we do not intend to apply for listing of the purchase warrants on any securities exchange or recognized tradingsystem.We are a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements. 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 the information in “RiskFactors” beginning on page S-7 of this prospectus supplement and in our filings incorporated by reference into this prospectussupplement and the accompanying prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Underwriting discounts and commissions(1) Proceeds to us, before expenses We have granted the underwriters an option for a period of 30days to purchase up to an additional 8,333,333 shares of common stock at thepublic offering price allocable to the shares of common stock of $0.98 and/or purchase warrants to purchase up to 8,333,333 shares ofcommon stock at the public offering price allocable to the warrants of $0.01, less the underwriting discounts and commissions.The underwriters expect to deliver the securities against payment on or about August14, 2026.The shares of common stock will be settled via the Depository Trust Company. The purchase warrants will be delivered to purchasers incertificated form. Joint Bookrunning Managers Piper Sandler BTIG Brookline Capital Markets,a division of Arcadia Securities, LLC TABLE OF CONTENTS About This Prospectus SupplementS-iiSpecial Note Regarding Forward-Looking StatementsS-iiiProspectus Supplement SummaryS-1Risk FactorsS-7Use of ProceedsS-12DilutionS-13Description of Securities We Are OfferingS-15UnderwritingS-24Legal MattersS-33ExpertsS-33Where You Can Find More InformationS-33Incorporation of Certain Information by ReferenceS-33 PROSPECTUSAbout This ProspectusiiProspectus Summary1The Securities We May Offer4Risk Factors7Special Note Regarding Forward-Looking Statements8Use of Proceeds10Description of Capital Stock11Description of Debt Securities16Description of Warrants22Legal Ownership of Securities24Plan of Distribution27Legal Matters29Experts29Where You Can Find More Information29Incorporation of Certain Information by Reference30 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the offering of our securities. Beforebuying any of the securities that we are offering, we urge you to carefully read this prospectus supplement and theaccompanying prospectus, together with the information incorporated by reference as described in the sectiontitled “Incorporation of Certain Information by Reference” in this prospectus supplement and the accompanyingprospectus and the information in any free writing prospectus that we may authorize for use in connection withthis offering. These documents contain important information that you should consider when making yourinvestment decision. This document is in two parts. The first part is this prospectus supplement, which describes the terms of thisoffering of our securities and also adds to and updates information contained in the accompanying prospectus andthe documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Thesecond part, the accompanying prospectus dated April5, 2024, including the documents incorpora