Material Agreement (Form 8-K)

Warrant Inducement

On January 16, 2025, Outlook Therapeutics, Inc. (the "Company") entered into warrant exercise inducement offer letter agreements (each an "Inducement Letter" and together, the "Inducement Letters") with certain holders (each a "Holder" and collectively, the "Holders") of existing warrants to purchase the Company's common stock, par value $0.01 per share (the "Common Stock"), exercisable for an aggregate of 7,074,637 shares of Common Stock (collectively, the "Existing Warrants"), pursuant to which the Holders agreed to exercise their Existing Warrants at a reduced exercise price of $2.51 per share (which includes $0.125 per Inducement Warrant (as defined below)) (the "Reduced Exercise Price"), in exchange for the Company's agreement to issue new warrants to purchase Common Stock (the "Inducement Warrants") as described below. The reduction of the exercise price of the Existing Warrants and the issuance of the Inducement Warrants was structured as an at-market transaction under Nasdaq rules.

The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to Registration Statement on Form S-3 (File No. 333-278209), which was declared effective by the Securities and Exchange Commission (the "SEC") on April 1, 2024.

In consideration for the immediate exercise of the Existing Warrants for cash at the Reduced Exercise Price, the Holders will receive two Inducement Warrants for each Existing Warrant exercised. The Inducement Warrants will be exercisable for an aggregate of up to 14,149,274 shares of Common Stock (the "Inducement Warrant Shares"), at an exercise price of $2.26 per share. The Inducement Warrants will only be exercisable for cash, except in limited circumstances. A Holder may not exercise the Inducement Warrants if the Holder, together with its affiliates, would beneficially own more than a specified percentage of the outstanding Common Stock (4.99%, 9.99% or 19.99%, as applicable), immediately after giving effect to such exercise, which may be increased or decreased at the Holders' option (not to exceed 19.99%), effective 61 days after written notice to the Company.

Half of the Inducement Warrants (the "Tranche A Inducement Warrants"), representing warrants to purchase up to 7,074,637 shares of Common Stock will be exercisable immediately and have a term of five years from the date of issuance. The remaining Inducement Warrants (the "Tranche B Inducement Warrants") will be exercisable upon the effective date (the "Share Increase Amendment Effective Date") of an amendment to the Company's Certificate of Incorporation ("Charter") increasing the number of authorized shares of Common Stock issuable thereunder by at least the Required Minimum (as defined below) (the "Share Increase Amendment"), which Share Increase Amendment will be filed with the Secretary of State of the State of Delaware upon the receipt of the Requisite Stockholder Approval (as defined below). The Tranche B Inducement Warrants will have a term of five years from the Share Increase Amendment Effective Date. The Company has agreed to take all action necessary under applicable law to submit to its stockholders, in connection with its 2025 annual meeting of stockholders (the "2025 Annual Meeting"), a proposal to amend the Charter (the "Share Increase Proposal") to increase the number of authorized but unissued shares of Common Stock by at least the Required Minimum. As used herein, "Required Minimum" means the maximum aggregate number of shares of Common Stock potentially issuable in the future pursuant to the Tranche B Inducement Warrants, without regard to any exercise limits set forth therein and the effect of potential future adjustments to exercise price. As used herein, "Requisite Stockholder Approval" means receipt of stockholder votes and/or proxies sufficient to obtain approval of the record holders of Common Stock for the Share Increase Proposal.

The Tranche A Inducement Warrants, Tranche B Inducement Warrants and the underlying Inducement Warrant Shares were offered in a private placement in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and similar exemptions under applicable state laws and have not been registered under the Securities Act or applicable state securities laws. Accordingly, the Tranche A Inducement Warrants, Tranche B Inducement Warrants and Inducement Warrant Shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 (the "Tranche A Resale Registration Statement") with the SEC within 45 calendar days from the execution time of the Inducement Letters to register the resale of the Inducement Warrant Shares underlying the Tranche A Inducement Warrants, and to use commercially reasonable efforts to cause the Tranche A Resale Registration Statement to become effective within 60 calendar days from the execution time of the Inducement Letters (or within 90 calendar days in case of "full review" of the Tranche A Resale Registration Statement by the SEC). Additionally, the Company has agreed to file a resale registration statement on Form S-3 (the "Tranche B Resale Registration Statement") with the SEC within 45 calendar days from the date of receipt of the Requisite Stockholder Approval to register the resale of the Inducement Warrant Shares underlying the Tranche B Inducement Warrants, and to use commercially reasonable efforts to cause the Tranche B Resale Registration Statement to become effective within 60 calendar days from the date of receipt of the Requisite Stockholder Approval (or within 90 calendar days in case of "full review" of the Tranche B Resale Registration Statement by the SEC).