United States securities and exchange commission logo March 31, 2021 Lawrence Kenyon President, Chief Executive Officer and Chief Financial Officer Outlook Therapeutics, Inc. 4260 U.S. Route 1 Monmouth Junction, New Jersey 08852 Re: Outlook Therapeutics, Inc. Registration Statement on Form S-3 Filed March 26, 2021 File No. 333-254778 Dear Mr. Kenyon: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Irene Paik at 202-551-6553 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Yoon-jee Kim - Cooley LLP