Outlook Therapeutics, Inc.

4260 U.S. Route 1

Monmouth Junction, New Jersey 08852


April 1, 2021


Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549



Outlook Therapeutics, Inc.
Registration Statement on Form S-3
File No. 333-254778

Filed March 26, 2021


Ladies and Gentlemen:


Outlook Therapeutics, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on April 1, 2021, at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Yvan-Claude Pierre, Marianne Sarrazin and Yoon-jee Kim 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 Yoon-jee Kim of Cooley LLP, counsel to the Registrant, at (212) 479-6792, or in her absence, Marianne Sarrazin at (415) 693-2157.



[Signature Page Follows]





  Very truly yours,
  By: /s/ Lawrence A. Kenyon
  Name: Lawrence A. Kenyon
  Title: President, Chief Executive Officer and Chief Financial Officer




cc:Yvan-Claude Pierre, Cooley LLP

Marianne Sarrazin, Cooley LLP

Yoon-jee Kim, Cooley LLP