Lawrence A. Kenyon

President, CEO and CFO

7 Clarke Drive

Cranbury, NJ 08512




April 16, 2020 Via Edgar


United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Chris Edwards


RE:Outlook Therapeutics, Inc.
Registration Statement on Form S-1
File No. 333-237607


Acceleration Request

Requested Date: April 17, 2020

Requested Time: 5:00 P.M. Eastern Time


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 take appropriate action to cause the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) to become effective on April 17, 2020, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.


Once the Registration Statement has been declared effective, please orally confirm that event with Marianne Sarrazin of Cooley LLP at (415) 693-2157 or Pia Kaur of Cooley LLP, at (415) 693-2135.


  Very truly yours,
  Outlook Therapeutics, Inc.
    By: /s/ Lawrence A. Kenyon
    Lawrence A. Kenyon
    President, Chief Executive Officer and Chief Financial Officer



cc:Yvan-Claude Pierre, Cooley LLP

Marianne Sarrazin, Cooley LLP

Pia Kaur, Cooley LLP