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August 23, 2023




U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549


Re:         Outlook Therapeutics, Inc.

Registration Statement on Form S-3

Filed August 14, 2023

File No. 333-273979


Ladies and Gentlemen:


In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-273979) (the “Registration Statement”) to become effective on Thursday, August 25, 2023, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes Yvan-Claude Pierre of Cooley LLP, counsel to the Registrant, to make such request on its behalf.


Once the Registration Statement has been declared effective, please orally confirm that event with Yvan-Claude Pierre of Cooley LLP, counsel to the Registrant, at (212) 479-6721, or in his absence Courtney Tygesson of Cooley LLP at (312) 881-6680.




Very truly yours,





Name: Lawrence A. Kenyon

Title:   Chief Financial Officer, Treasurer and Secretary


cc:Yvan-Claude Pierre, Cooley LLP

Courtney Tygesson, Cooley LLP