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): April 15, 2024

Outlook Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

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

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:

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

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. ¨

On April 15, 2024, Outlook Therapeutics, Inc. (the “Company”) closed its previously announced private placement (the “Private Placement”) to Syntone Ventures LLC (“Syntone”) of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and, for each share of Common Stock issued in the Private Placement (each, a “Share”), accompanying warrants to purchase up to one and a half shares of Common Stock (the “Warrants” and, together with the Shares, the “Securities”) at a purchase price of $7.00 per Share and accompanying Warrant to purchase one and a half shares of Common Stock. At the Closing, the Company issued an aggregate of 714,286 Shares and Warrants to purchase an aggregate of 1,071,429 shares of Common Stock. The Warrants have an exercise price of $7.70 per share of Common Stock and will expire on April 15, 2029. The Shares and Warrants were sold and, upon exercise the shares of Common Stock underlying the Warrants, will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. Syntone made relevant representations in the securities purchase agreement with respect to the Private Placement.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of common stock or other securities of the Company.

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.