This transaction was disclosed in an SEC filing published on May 13, 2026. While the specific form type is not definitively identified in the source materials, the legal opinion relating to the shares being offered was filed as an exhibit to a Current Report on Form 8-K, which is the typical vehicle for reporting material agreements such as at-the-market sales agreements. The deal has been announced and the sales agreement has been executed as of the filing date. No expected closing date or completion timeline has been disclosed.
H.C. Wainwright & Co., LLC serves as the sales agent and/or principal in this offering and is the lead financial advisor to the issuer. The company entered into the Sales Agreement with H.C. Wainwright specifically to facilitate the issuance and sale of the common stock under the at-the-market structure. Cooley LLP serves as legal counsel to Outlook Therapeutics on this transaction, with their legal opinion regarding the validity of the shares being offered filed as an exhibit to the Form 8-K.
The offering permits Outlook Therapeutics to issue and sell shares from time to time through H.C. Wainwright acting in its capacity as sales agent and/or principal. The aggregate offering price of the shares that may be issued under the Sales Agreement is up to $100,000,000. However, several material terms remain undisclosed or are inherent to the at-the-market structure itself. The actual offering price per share is not specified and will be determined by market conditions at the time of sale. The timeline for actual share issuances, the pace at which shares will be offered, any limitations on daily or other periodic issuances, and the actual amount ultimately to be raised (which may be less than the $100,000,000 maximum) have not been disclosed. Additionally, no information has been provided regarding any underwriting or sales agent commissions, any standstill or lock-up provisions, or any other material terms of the Sales Agreement beyond its basic structure and purpose.