Outlook Therapeutics股東會批准授權股份增至6億股及反向拆細

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section
13 or 15(d) of 
 The Securities Exchange Act of 1934 

Date
of Report (Date of earliest event reported): July
16, 2026

 

 

Outlook Therapeutics,
Inc.

(Exact
name of registrant as specified in its charter)

 

 
 Delaware
 001-37759
 38-3982704

 
 (State or other jurisdiction

of incorporation) 
 (Commission File Number) 
 (IRS Employer Identification No.) 

 
 

 
 
 111
 S. Wood Avenue

 Unit
 #100

 Iselin, New Jersey

 08830

 
 (Address of principal executive offices) 
 (Zip Code) 

 
 

Registrant's telephone number, including area code:
(609) 619-3990

 

 

(Former name or former address, if changed since
last report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ¨ 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 
  
  

 
 ¨ 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 
  
  

 
 ¨ 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 
  
  

 
 ¨ 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

 
 

Securities pursuant to Section 12(b) of the Act:

 

 
 Title of Each Class
  
 Trading Symbol(s)
  
 Name of Each Exchange
 on Which

 Registered

 
 Common Stock
  
 OTLK
  
 The Nasdaq Stock Market LLC

 
 

Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨

 

 

  

  

 

 

 
 Item 5.03
 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

 

On July
16, 2026, at a special meeting of stockholders (the “Special Meeting”) of Outlook Therapeutics,
Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of
Incorporation to increase the authorized number of shares of the Company’s common stock from 260,000,000 to 600,000,000 shares.
The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment
of the Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State
of Delaware on July 16, 2026, effective as of such date. The foregoing description is qualified in its entirety by the Certificate
of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 
 Item 5.07
 Submission of Matters to a Vote of Security Holders

 
 

At the Special Meeting, the Company’s stockholders voted on three
proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule
14A for the Special Meeting, which was filed with the Securities and Exchange Commission on June 1, 2026. Of the 120,863,252 shares
of the Company’s common stock outstanding as of the record date, 62,303,960 shares, or approximately 51.5%, were present or represented
by proxy at the Special Meeting.

 

The following is a brief description of the matters voted upon and
the certified results, including the number of votes cast for and against each matter, as well as the number of abstentions and broker
non-votes with respect to each matter, where applicable.

 

Proposal 1(a). Stockholders approved the potential issuance
of shares of the Company’s common stock underlying common warrants (the “Private Placement Warrants”) to purchase up
to 16,129,033 shares of the Company’s common stock issued in April 2026 and (ii) placement agent warrants (the “Placement
Agent Warrants”) to purchase up to an aggregate of 2,258,064 shares of the Company’s common stock, consisting of Placement
Agent Warrants to purchase up to 1,129,032 shares of the Company’s common stock issued in April 2026 and Placement Agent Warrants
to purchase up to 1,129,032 shares of the Company’s common stock that are issuable upon exercise of the Private Placement Warrants,
in each case in connection with a registered direct offering of shares of the Company’s common stock and a concurrent private placement
of accompanying warrants (the “Offering”). The voting results were as follows:

 

 
 Votes For  
 Votes Against  
 Abstentions  
 Broker Non-
 Votes 

 
  10,132,124  
  6,556,719  
  527,301  
  28,958,783 

 

 

Proposal 1(b). Stockholders approved the potential issuance
of shares of the Company’s common stock underlying previously issued common warrants to purchase up to 2,142,854 shares of the Company’s
common stock held by an investor in the Offering that were amended concurrently with the Offering. The voting results were as follows:

 

 
 Votes For  
 Votes Against  
 Abstentions  
 Broker Non-
 Votes 

 
  10,011,424  
  6,691,578  
  513,142  
  28,958,783 

 

 

Proposal 2. Stockholders approved the amendment of the Company’s
Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 260,000,000
to 600,000,000 shares. The voting results were as follows:

 

 
 Votes For  
 Votes Against  
 Abstentions  
 Broker Non-
 Votes 

 
  24,425,476  
  8,690,115  
  229,586  
  28,958,783 

 

 

Proposal 3. Stockholders approved the amendment of the Company’s
Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, and a corresponding and proportionate
reduction in the number of authorized shares of the Company’s common stock, at a ratio of 1-for-10 to 1-for-50, to be determined
in the sole discretion of the Company’s board of directors. The voting results were as follows:

 

  

  

 

 

 
 Votes For  
 Votes Against  
 Abstentions 

 
  44,271,885  
  17,765,393  
  266,682 

 

 

 
 Item 9.01
 Financial Statements and Exhibits

 
 

(d) Exhibits

 

 
 Exhibit No.  
 Description

 
 3.1  
 Certificate of Amendment of the Restated Certificate of Incorporation of Outlook Therapeutics, Inc.

 
 104  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

  

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
  
 Outlook Therapeutics, Inc.

 
  
  

 
 Date: July 16, 2026
 By:
 /s/ Lawrence A. Kenyon

 
  
  
 Lawrence A. Kenyon

 
  
  
 Chief Financial Officer