OTLK 10-Q
Outlook Therapeutics, Inc. (OTLK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of the registrant’s common stock, $0.01 par value per share, outstanding as of August 14, 2026 was
Outlook Therapeutics, Inc.
Table of Contents
In this report, unless otherwise stated or as the context otherwise requires, references to “Outlook Therapeutics,” “Outlook,” “the Company,” “we,” “us,” “our” and similar references refer to Outlook Therapeutics, Inc. and its consolidated subsidiaries. The Outlook logo, LYTENAVATM (bevacizumab-vikg, bevacizumab gamma) and other trademarks or service marks of Outlook Therapeutics, Inc. appearing in this report are the property of Outlook Therapeutics, Inc. This report also contains registered marks, trademarks and trade names of other companies. All other trademarks, registered marks and trade names appearing in this report are the property of their respective holders. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
References to ONS-5010 and/or LYTENAVA refer to an ophthalmic formulation of bevacizumab for use in retinal indications which is approved for marketing in Germany and in the United States, European Union and United Kingdom.
Our Intellectual Property
Our commercial success depends in part on our ability to avoid infringing the proprietary rights of third parties, our ability to obtain and maintain proprietary protection for our technologies where applicable and to prevent others from infringing our proprietary rights. We seek to protect our proprietary technologies by, among other methods, evaluating relevant patents, establishing defensive positions, monitoring European Union, or EU, oppositions and pending intellectual property rights, preparing litigation strategies in view of the U.S. legislative framework and filing United States and international patent applications on technologies, inventions and improvements that are important to our business. As of June 30, 2026, we own three U.S. patents, and twenty-two foreign patents, which relate to formulations developed for our legacy biosimilar program ONS-3010 and ONS-5010/ONS-1045, methods of antibody purification, methods for purifying antibodies to separate isoforms, methods of use, methods of reducing high molecular weight species, and modulating afucosylated species as well as efficiently determining the amino acid sequence of antibodies. Our Patent Cooperation Treaty, or PCT, Application No. PCT/US2017/016040, was filed in 2017. A U.S. patent in this family is granted and expected to expire no earlier than 2037. Our PCT Application No. PCT/US2017/012349, was filed in 2017. Patents are granted in Australia and Japan and expected to expire no earlier than 2037. Our Application No. PCT/US2016/068847 was filed in 2016. Patents in this family are granted in Germany, France, United Kingdom, India, and Japan, and expected to expire no earlier than 2036. Our PCT Application No. PCT/US2016/014252 was filed in 2016. Patents in this family are granted in Germany, France, United Kingdom, and the U.S., and expected to expire no earlier than 2036. Our PCT Application No. PCT/US2017/016549 was filed in 2017. A patent in this family is granted in Japan, and expected to expire no earlier than 2037. We also rely on trade secrets, know-how and continuing technological innovation to develop and maintain our proprietary position.
The term of individual patents depends upon the legal term of the patents in countries in which they are obtained. In most countries, including the United States, the patent term is generally 20 years from the earliest date of filing a non-provisional patent application in the applicable country. In the United States, a patent’s term may, in certain cases, be lengthened by patent term adjustment, which compensates a patentee for administrative delays by the United States Patent and Trademark Office in examining and granting a patent or may be shortened if a patent is terminally disclaimed over a commonly owned patent or a patent naming a common inventor and having an earlier expiration date.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report, including statements regarding our future financial condition, business strategy and plans, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “seek,” “should,” “will,” “would,” or the negative of these terms or similar expressions in this report.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” contained in Exhibit 99.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on, August 12, 2026 and in Part II, Item 1A. “Risk Factors” of this Quarterly Report, including, among other things, risks associated with:
| ● | our ability to fund our working capital requirements, the sufficiency of our current cash resources and our need for additional funding; |
| ● | our ability to maintain and establish collaborations or obtain additional funding; |
| ● | our ability to successfully commercialize and generate revenues from the sale of LYTENAVA™ (bevacizumab-vikg, bevacizumab gamma), including our commercialization strategy, our ability to build a marketing and sales organization, and manufacturing capabilities for LYTENAVA; |
| ● | the implementation of our business model and strategic plans for our business, LYTENAVA and any future product candidates; |
| ● | our ability to compete in the markets we serve; |
| ● | the rate and degree of market acceptance of our current and future product candidates |
| ● | our ability to successfully negotiate and enter into agreements with distribution, strategic and corporate partners; |
| ● | our expectations regarding government and third-party payor coverage and reimbursement; |
| ● | our expectations regarding the potential market size and the size of the patient populations for LYTENAVA and any other product candidates, if approved, for commercial use; |
| ● | our reliance on contract manufacturing providers, distributors, device suppliers, testing laboratories, clinical research service providers, medical affairs, regulatory, and safety support providers, legal service providers, and other vendors or suppliers; |
| ● | our ability to successfully source components of LYTENAVA and enter into supplier contracts; |
| ● | developments or disputes concerning our intellectual property or other proprietary rights; |
| ● | our ability to obtain and maintain regulatory approval for LYTENAVA in the US, EU, UK and other markets; |
| ● | the initiation and success of our future research and development programs; and |
| ● | other factors that may impact our financial results. |
These risks are not exhaustive. Additional factors could harm our business and financial performance, such as risks associated with the current macroeconomic environment, including as a result of the impacts of fluctuations in inflation, and interest rates, tariffs and trade tensions, current or potential future bank failures or geopolitical instability and uncertainty. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. We qualify all of the forward-looking statements in this report by these cautionary statements.
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1PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Outlook Therapeutics, Inc.
Consolidated Balance Sheets
(unaudited)
June 30, 2026 | September 30, 2025 | |||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable | | | ||||
Inventory | | | ||||
Prepaid expenses and other current assets | | | ||||
Total current assets | | | ||||
Operating lease right-of-use assets, net | | | ||||
Equity method investment | | | ||||
Other assets | | | ||||
Total assets | $ | | $ | | ||
Liabilities and stockholders’ deficit | ||||||
Current liabilities: | ||||||
Current portion of unsecured convertible promissory note | $ | — | $ | | ||
Current portion of unsecured promissory note | | — | ||||
Current portion of operating lease liabilities | | | ||||
Accounts payable | | | ||||
Accrued expenses | | | ||||
Income taxes payable | | | ||||
Total current liabilities | | | ||||
Operating lease liabilities | | | ||||
Warrant liability | | | ||||
Total liabilities | | | ||||
Commitments and contingencies (Note 8) | ||||||
Stockholders’ deficit: | ||||||
Preferred stock, par value $ | ||||||
Common stock, par value $ | | | ||||
Additional paid-in capital | | | ||||
Accumulated deficit | ( | ( | ||||
Total stockholders' deficit | ( | ( | ||||
Total liabilities and stockholders' deficit | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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Outlook Therapeutics, Inc.
Consolidated Statements of Operations
(unaudited)
Three months ended June 30, | Nine months ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Revenues, net | $ | | $ | | $ | ( | $ | | ||||
Cost of revenues | | | | | ||||||||
Gross profit | ( | | ( | | ||||||||
Operating expenses: | ||||||||||||
Research and development | | | | | ||||||||
Selling, general and administrative | | | | | ||||||||
Loss from operations | ( | ( | ( | ( | ||||||||
Loss on equity method investment | | | | | ||||||||
Interest (income) expense, net | ( | | ( | | ||||||||
Loss from change in fair value of promissory notes | | | | | ||||||||
Warrant inducement expenses | — | — | — | | ||||||||
(Gain) loss from change in fair value of warrant liability | | | | ( | ||||||||
(Gain) loss on extinguishment of debt | | — | | — | ||||||||
Net loss before income taxes | ( | ( | ( | ( | ||||||||
Income tax expense | — | — | — | | ||||||||
Net loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Per share information: | ||||||||||||
Loss per share of common stock, basic and diluted | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Weighted average shares outstanding, basic and diluted | | | | | ||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
2
Outlook Therapeutics, Inc.
Consolidated Statements of Stockholders’ Deficit
(unaudited)
Stockholders' Deficit | ||||||||||||||
Common Stock | Additional Paid-in | Accumulated | Total Stockholders' | |||||||||||
| Shares | | Amount | | Capital | | Deficit | | Deficit | |||||
Balance at September 30, 2025 | |
| $ | |
| $ | |
| $ | ( | $ | ( | ||
Issuance of common stock in connection with exercise of warrants | | | | — | | |||||||||
Sale of common stock, net of issuance costs | | | | — | | |||||||||
Issuance of common stock in connection with conversion of convertible promissory note | | | | — | | |||||||||
Stock-based compensation expense | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance at December 31, 2025 | | | | ( | ( | |||||||||
Sale of common stock and warrants, net of issuance costs | | | | | ||||||||||
Issuance of common stock in connection with conversion of convertible promissory note | | | | — | | |||||||||
Stock-based compensation expense | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance at March 31, 2026 | | $ | | $ | | $ | ( | $ | ( | |||||
Sale of common stock and warrants and issuance of common stock in connection with exercise of warrants, net of issuance costs | | | | — | | |||||||||
Issuance of common stock in connection with conversion of convertible promissory note | | | | — | | |||||||||
Stock-based compensation expense | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance at June 30, 2026 | | | | ( | ( | |||||||||
Stockholders' Deficit | ||||||||||||||
Common Stock | Additional Paid-in | Accumulated | Total Stockholders' | |||||||||||
| Shares | | Amount | | Capital | | Deficit | | Deficit | |||||
Balance at September 30, 2024 | | $ | | $ | | $ | ( | $ | ( | |||||
Sale of common stock, net of issuance costs | | | | — | | |||||||||
Stock-based compensation expense | — | — | | — | | |||||||||
Net income | — | — | — | | | |||||||||
Balance at December 31, 2024 | | | | ( | ( | |||||||||
Issuance of common stock and common stock warrants in connection with exercise of common stock warrants | | | | — | | |||||||||
Sale of common stock, net of issuance costs | | | | — | | |||||||||
Stock-based compensation expense | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance at March 31, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
Issuance of common stock in connection with conversion of convertible promissory note | | | | — | | |||||||||
Sale of common stock, net of issuance costs | | | | — | | |||||||||
Stock-based compensation expense | — | — | | — | | |||||||||
Net loss | — | — | — | ( | ( | |||||||||
Balance at June 30, 2025 | | $ | | $ | | $ | ( | $ | ( | |||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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Outlook Therapeutics, Inc.
Consolidated Statements of Cash Flows
(unaudited)
Nine months ended June 30, | ||||||
| 2026 | | 2025 | |||
OPERATING ACTIVITIES | ||||||
Net Loss | $ | ( | $ | ( | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Amortization | | | ||||
Stock-based compensation | | | ||||
Loss (Gain) from change in fair value of promissory notes | | | ||||
Loss (Gain) on extinguishment of debt | | — | ||||
Warrant inducement expenses | — | | ||||
Loss (Gain) from change in fair value of warrant liability | | ( | ||||
Loss (Gain) on equity method investment | | | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | ( | ( | ||||
Inventory | ( | ( | ||||
Prepaid expenses and other current assets | ( | | ||||
Other assets | — | ( | ||||
Operating lease liabilities | ( | ( | ||||
Accounts payable | ( | | ||||
Accrued expenses | ( | | ||||
Net cash used in operating activities | ( | ( | ||||
INVESTING ACTIVITIES | ||||||
Investment in joint venture | ( | — | ||||
Net cash used in investing activities | ( | — | ||||
FINANCING ACTIVITIES | ||||||
Proceeds from the sale of common stock and warrants to purchase common stock | | | ||||
Payment of issuance costs | ( | ( | ||||
Proceeds from exercise of common stock warrants | | | ||||
Proceeds from debt | — | | ||||
Repayment of debt | — | ( | ||||
Payment of financing costs | ( | — | ||||
Net cash provided by financing activities | | | ||||
Net increase (decrease) in cash and cash equivalents | | ( | ||||
Cash and cash equivalents at beginning of period | | | ||||
Cash and cash equivalents at end of period | $ | | $ | | ||
Supplemental schedule of non-cash financing activities: | ||||||
Convertible promissory note converted into common stock | $ | | $ | | ||
Fair value of common stock warrants exercised reclassified from warrant liability to equity | $ | — | $ | | ||
Common stock issuance costs in accounts payable and accrued expenses | $ | | $ | — | ||
Common stock and warrant issuance costs in accounts payable and accrued expenses | $ | — | $ | | ||
Reclassification of deferred offering costs against ATM proceeds | $ | | $ | | ||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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1. Organization and Description of Business
Outlook Therapeutics, Inc. (“Outlook” or the “Company”) was incorporated in New Jersey on January 5, 2010, started operations in July 2011, reincorporated in Delaware by merging with and into a Delaware corporation in October 2015 and changed its name to “Outlook Therapeutics, Inc.” in November 2018. The Company is a biopharmaceutical company focused on developing and commercializing LYTENAVATM, an ophthalmic formulation of bevacizumab for use in retinal indications. The Company is based in Iselin, New Jersey.
In May 2024 the Company received Marketing Authorization from the European Commission for LYTENAVA (bevacizumab gamma), an ophthalmic formulation of bevacizumab for the treatment of wet age-related macular degeneration (“AMD”) in the European Union (“EU”). Additionally, in July 2024 the Company also received marketing authorization for LYTENAVA (bevacizumab gamma) in the United Kingdom (“UK”) from the UK Medicines and Healthcare products Regulatory Agency (“MHRA”). LYTENAVA (bevacizumab gamma) is the first and only authorized ophthalmic formulation of bevacizumab for use in treating wet AMD in the EU and UK. In June 2025, the Company launched LYTENAVA commercially in both Germany and the UK, and commenced commercial sales in those countries.
In the fourth quarter of calendar 2023, the Company agreed to conduct an additional adequate and well-controlled clinical trial to support its Biologics License Application (“BLA”) for LYTENAVA. The Company submitted a Special Protocol Assessment (“SPA”) for the NORSE EIGHT study in December 2023, and in January 2024 the U.S. Food and Drug Administration (the “FDA”) agreed that the protocol, if successful, would satisfy the requirement for a second adequate and well-controlled trial. The Company also identified approaches to address the Chemistry, Manufacturing, and Controls (“CMC”) comments in the Complete Response Letter (“CRL”). In November 2024, the Company announced that NORSE EIGHT did not meet the pre-specified non-inferiority endpoint; however, results demonstrated improvements in vision, evidence of biologic activity, and a favorable safety profile, which were further supported by the full week 12 data set. The Company resubmitted the BLA in February 2025. On August 27, 2025, the FDA issued a second CRL citing a single deficiency related to substantial evidence of effectiveness and recommended submission of confirmatory efficacy data, while reaffirming that the NORSE TWO trial met its primary endpoint. Following a Type A meeting in September 2025, the Company resubmitted the BLA on November 3, 2025, and received a third CRL on December 31, 2025.
Following receipt of the CRL in December 2025, the Company engaged with the FDA on multiple occasions, including a formal Type A meeting held on March 2, 2026, which led to the submission of a formal dispute resolution meeting request. In April 2026, the meeting with the deciding official was conducted as part of the Company’s ongoing efforts to align with the FDA regarding the regulatory pathway for LYTENAVA™ (bevacizumab-vikg). The meeting also served as a follow-up to the Company’s March 2026 Type A meeting with the Division of Ophthalmology and the Office of Specialty Medicine regarding the December 31, 2025 CRL for the Biologics License Application (“BLA”) for LYTENAVA™ for the treatment of neovascular age-related macular degeneration. On July 24, 2026 the Company announced FDA approval of LYTENAVATM as the only FDA-approved ophthalmic Bevacizumab for the treatment of Wet AMD.
2. Liquidity
The Company has incurred recurring losses and negative cash flows from operations since its inception and has an accumulated deficit of $
As a result of the above factors, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited interim consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The unaudited interim consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Management does not believe that the existing cash and cash equivalents as of June 30, 2026 are sufficient to fund the Company’s operations through one year from the date of this Quarterly Report on Form 10-Q. As a result, additional financing will be needed by the Company to fund its operations in the future, fully commercialize LYTENAVA and to
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develop any other product candidates. Management is currently evaluating different strategies to obtain the required funding for future operations, including but not limited to, proceeds from potential licensing and/or marketing arrangements or collaborations with pharmaceutical or other companies, sale of the development and commercial rights to the Company’s drug product candidates in regions outside of the U.S., the issuance of additional debt, the issuance of equity securities, including accessing capital through at-the-market offerings (refer to Note 9 for further details), and revenues from product sales. There can be no assurance that any of these future funding efforts will be successful.
The Company’s future operations are highly dependent on a combination of factors, including: (i) the timely and successful completion of additional financing discussed above; (ii) the Company’s ability to successfully commercialize -LYTENAVA, including executing marketing arrangements or completing revenue-generating partnerships with other companies; (iii) the success of its research and development; (iv) the development of competitive therapies by other biotechnology and pharmaceutical companies; and, ultimately, (v) regulatory approval and market acceptance of the Company’s proposed future products.
3. Basis of Presentation and Summary of Significant Accounting Policies
Basis of presentation
The accompanying unaudited interim consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).
In the opinion of management, the accompanying unaudited interim consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of June 30, 2026 and its results of operations for the three and nine months ended June 30, 2026 and 2025, cash flows for the nine months ended June 30, 2026 and 2025, and stockholders’ deficit for the three and nine months ended June 30, 2026 and 2025. Operating results for the nine months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ending September 30, 2026. The unaudited interim consolidated financial statements presented herein do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The accompanying unaudited interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and related notes as of and for the year ended September 30, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 19, 2025.
Accounts Receivable
As of June 30, 2026, the Company had
Inventory
The Company values inventory at the lower of cost or net realizable value, computed on a weighted average basis. The Company regularly reviews its inventory quantities and, when appropriate, records a provision for obsolete and excess inventory to derive the new cost basis, which takes into account the Company’s sales forecast and corresponding expiry dates. The Company has not recognized a provision for obsolete and excess inventory as of June 30, 2026.
Upon the initiation of production for the first commercial batches of drug product in October 2024, the Company began capitalizing the purchases of saleable inventory of the product from suppliers. The Company expenses prelaunch inventory as research and development expense in the period incurred unless objective and persuasive evidence exists that regulatory approval and subsequent commercialization of a product candidate is probable and where the Company also expects the future economic benefit from the sales of the product candidate to be realized. There were no costs related to prelaunch
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inventory included in inventory as of June 30, 2026 and September 30, 2025. As of June 30, 2026 and September 30, 2025, inventory consisted of the following:
June 30, 2026 | September 30, 2025 | |||||
Raw materials | $ | | $ | | ||
Work-in-process | | | ||||
Finished goods | | | ||||
Total | $ | | $ | | ||
Use of estimates
The preparation of the unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Due to the uncertainty of factors surrounding the estimates or judgments used in the preparation of the unaudited interim consolidated financial statements, such as the current macroeconomic environment, including as a result of fluctuations in inflation and interest rates, tariffs and trade tensions, and geopolitical instability and uncertainty, actual results may materially vary from these estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the unaudited interim consolidated financial statements in the period they are determined to be necessary.
Revenue recognition
The Company recognizes revenue from sales of a single product, LYTENAVA (bevacizumab gamma) (the “Product”) in accordance with ASC Topic 606 – Revenue from Contracts with Customers. LYTENAVA (bevacizumab gamma) became available for commercial sale and shipment to patients in Europe in fiscal year 2025. The Company sells the Product to several customers who are pharmaceutical wholesalers/distributors (the “Customers”) who in turn sell the Product directly to clinics, hospitals, and pharmacies. Revenue is recognized as the Product is physically delivered to the customers.
Gross product sales are reduced by corresponding Gross-to-Net (“GTN”) estimates using the expected value method, resulting in the Company’s reported “Revenues, net” in the accompanying consolidated statements of operations. Revenues, net reflects the amount the Company ultimately expects to realize in net cash proceeds, taking into account the current period gross sales and related cash receipts and the subsequent cash disbursements on these sales that the Company estimates for the various GTN categories discussed below. The GTN estimates are based upon information received from external sources, such as written or oral information obtained from customers with respect to their period-end inventory levels and sales to end-users during the period, in combination with management’s informed judgments. Due to the inherent uncertainty of these estimates, the actual amount of product returns, rebates and administrative fees may be materially above or below the amount estimated. The variance between actual amounts and estimated amounts may result in prospective adjustments to the reported net product revenue.
Each of the GTN estimate categories are discussed below:
| ● | Sales returns are estimated by the Company based on the relative risk of return based on expiration date, and other qualitative factors that can impact the volume of future returns, including competitive developments, product discontinuation, or new product introductions. The Company will consider the level of inventory in the distribution channel by monitoring inventories held at the distributor and wholesalers to assess whether historical rates of returns continue to be appropriate. |
| ● | Administrative fees are contractually charged by the wholesalers and are typically credited directly against amounts due to the Company. |
| ● | Rebates are contractually charged to the Company by customers, including a Voluntary Scheme for Branded Medicines Pricing, Access and Growth rebate with the National Health System in the UK. |
During the nine months ended June 30, 2026, the Company decreased its returns reserve by $
7
of reserves associated with product that became unsellable due to minimum shelf-life constraints, resulting in a corresponding write-off of accounts receivable. Returns reserves are reviewed on a quarterly basis and may be adjusted based on ongoing assessments of business conditions and distributor-level sales forecasts. Additionally, during the nine months ended June 30, 2026, the Company recognized administrative fees under contractual arrangements with its wholesalers.
Cost of revenues
Cost of revenues consists primarily of the cost of inventory sold, which includes direct manufacturing, production and packaging materials for LYTENAVA (bevacizumab gamma) sales. Prior to receiving authorization to sell LYTENAVA (bevacizumab gamma) in Europe, the Company expensed costs associated with manufacturing of LYTENAVA (bevacizumab gamma) as a component of research and development expense. The cost of previously expensed inventory that would have been recognized in cost of revenue for the three and nine months ended June 30, 2026 were immaterial.
Net loss per share
Basic net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible debt, warrants, performance-based stock options and units, and stock options using the treasury stock method, which would result in the issuance of incremental shares of common stock. For purposes of calculating diluted loss per common share, the denominator includes both the weighted average common shares outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive.
The following table sets forth the computation of basic loss per share and diluted loss per share:
Three months ended June 30, | Nine months ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Numerator: | ||||||||||||
Net loss attributable to common stockholders | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Denominator: | ||||||||||||
Weighted average shares outstanding, basic | | | | | ||||||||
Basic net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
Diluted net loss per share | $ | ( | $ | ( | $ | ( | $ | ( | ||||
The following potentially dilutive securities (in common stock equivalents) have been excluded from the computation of diluted weighted-average shares outstanding for the three and nine months ended June 30, 2026 and 2025, as they would be antidilutive:
Three months ended June 30, | Nine months ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Performance-based stock options | | | | | ||||||||
Stock options | | | | | ||||||||
Common stock warrants | | | | | ||||||||
Convertible debt | (i) | — | (ii) | | (i) | — | (ii) | | ||||
| (i) | The balance of the March 2025 Note (as defined in Note 7) underlying these potentially dilutive securities was fully converted during May 2026 as discussed in more detail in Note 7. |
| (ii) | In this period, the potentially dilutive securities related to the March 2025 Note were calculated based on a fixed conversion price of $ |
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Recently issued accounting pronouncements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires greater disaggregation of income tax disclosures primarily on the income tax rate reconciliation and income taxes paid. This authoritative guidance will be effective for fiscal years beginning after December 15, 2024, and for interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company is currently evaluating the effect of this new standard on the Company's disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures.
4. Fair Value Measurements
Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
| ● | Level 1 – Quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
| ● | Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
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The following table presents the Company’s liabilities that are measured at fair value on a recurring basis:
June 30, 2026 | |||||||||
| (Level 1) | | (Level 2) | | (Level 3) | ||||
Liabilities | |||||||||
Unsecured promissory note (measured at fair value) | $ | — | $ | — | $ | | |||
— | — | | |||||||
Total | $ | — | $ | — | $ | | |||
September 30, 2025 | |||||||||
(Level 1) | | (Level 2) | | (Level 3) | |||||
Liabilities | |||||||||
Unsecured convertible promissory note (measured at fair value) | $ | — | $ | — | $ | | |||
— | — | | |||||||
Total | $ | — | $ | — | $ | | |||
The table presented below is a summary of changes in the fair value of the Company’s Level 3 valuation for the warrant liability, and, unsecured convertible and non-convertible promissory notes for the nine months ended June 30, 2026:
Unsecured | Unsecured Convertible | ||||||||
| Promissory Note | | Promissory Note | | Warrants | ||||
Balance at September 30, 2025 | $ | — | $ | | $ | | |||
Issuance of promissory notes | | — | — | ||||||
Principal and accrued interest converted to common stock | — | ( | — | ||||||
Loss from change in fair value | | | | ||||||
Repayment | — | ( | — | ||||||
Loss on extinguishment of debt | — | | — | ||||||
Balance at June 30, 2026 | $ | | $ | — | $ | | |||
The $
Unsecured convertible promissory note
As further described in Note 7, the Company elected the fair value option to account for the unsecured convertible promissory notes. Prior to the conversion of the remaining outstanding principal and accrued interest into shares of the Company’s common stock in May 2026, the fair value was estimated using a binomial lattice model, which evaluates the payouts under hold, convert or call decisions. Significant estimates in the binomial lattice model include the Company’s stock price, volatility, risk-free rate of return, and credit-adjusted discount rate.
Immediately prior to the conversion of the remaining outstanding principal and accrued interest into shares of the Company’s common stock in May 2026, the notes were remeasured at fair value based on the closing price of the Company’s common stock on the applicable conversion dates.
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The fair values of the unsecured convertible promissory notes were estimated using a binomial lattice model with the following assumptions at September 30, 2025:
September 30, 2025 | ||||||||
Term (years) | | |||||||
Volatility | | % | ||||||
Risk-free rate | | % | ||||||
Dividend yield | | % | ||||||
Credit-adjusted discount rate | | % | ||||||
Stock price | $ | | ||||||
In May 2026, the remaining outstanding principal and accrued interest under the unsecured convertible promissory notes were converted into shares of the Company’s common stock. Immediately prior to each conversion, the notes were remeasured at fair value based on the number of shares issued upon conversion and the quoted closing price of the Company’s common stock on the applicable conversion date. The closing prices used to determine fair value were $
March 2026 Note
As further described in Note 7, the Company elected the fair value option to account for the March 2026 Note. The fair value is estimated using a discounted cash flow model which estimates the fair value of the instrument based on the present value of expected future cash flows, using assumptions that reflect the instrument’s terms and risk characteristics.
Significant estimates in the discounted cash flow model include the term, final redemption value and discount rate.
June 30, 2026 | ||||
Term (years) | | |||
Credit spread | | % | ||
Final redemption value | $ | | ||
Common stock warrants
The warrants issued in connection with private placements that closed on March 18, 2024 and April 15, 2024 (the “Private Placement Warrants”) were classified as liabilities on the accompanying unaudited interim consolidated balance sheets as the Company assessed that they are not indexed to the Company’s own stock.
The above warrant liabilities are revalued each reporting period with the change in fair values recorded in the accompanying consolidated statements of operations until the warrants are exercised or expire. The fair values of the warrant liabilities are estimated using the Black-Scholes option pricing model using the following weighted average assumptions:
| June 30, 2026 | September 30, 2025 | ||||||
Risk-free interest rate | | % | | % | ||||
Remaining contractual term of warrants (years) | | | ||||||
Expected volatility | | % | | % | ||||
Annual dividend yield | — | % | — | % | ||||
Stock price | $ | | $ | | ||||
11
5. Equity Method Investment
In connection with the execution of a stock purchase agreement with Syntone Ventures, LLC (“Syntone”), the United States-based affiliate of Syntone Technologies Group Co. Ltd. (“Syntone PRC”) on May 22, 2020, the Company and Syntone PRC entered into a joint venture agreement pursuant to which they agreed to form a People’s Republic of China (“PRC”) joint venture, Beijing Syntone Biopharma Ltd. (“Syntone JV”), that is
The Company made the initial investment of $
6. Accrued Expenses
Accrued expenses consist of:
| June 30, 2026 | September 30, 2025 | ||||
Compensation | $ | | $ | | ||
Severance and related costs | | (i) | | |||
Professional fees | | | ||||
Research and development | | | ||||
Accrued rebates | | | ||||
Other accrued expenses | | | ||||
$ | | $ | | |||
| (i) | In September 2025, the Company implemented workforce reductions to conserve capital. Both the Company’s Chief Executive Officer and Chief Commercial Officer departed from the Company during the fiscal year ended September 30, 2025, and their departures each constituted terminations without cause. Accordingly, each was entitled to 12 months of base salary, a lump sum of 100% of their target bonus for the year, employee benefits for up to 12 months, full vesting of 50% of their unvested equity awards, and reimbursement of expenses owed up to their termination dates. At a minimum, all employees affected by the workforce reduction were eligible to receive severance payments and paid COBRA premiums for a specified time period post-termination, subject to execution of a general release of claims against the Company. |
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7. Debt
Debt consists of:
| June 30, 2026 | | September 30, 2025 | |||
Unsecured convertible promissory note (measured at fair value) | $ | — | $ | | ||
Less: current portion | — | ( | ||||
Unsecured promissory note (measured at fair value) | | — | ||||
Less: current portion | ( | — | ||||
Long-term debt | $ | — | $ | — | ||
March 2025 Note
On March 13, 2025, the Company issued the March 2025 Note for $
The March 2025 Note bore interest at the plus
The Company elected to account for the March 2025 Note at fair value (Note 4) and was not required to bifurcate the conversion option as a derivative and as a result the debt issuance costs were expensed upon election to fair value and accounted for as interest.
March 2026 Note
On March 16, 2026, the Company entered into a note purchase agreement with Atlas, pursuant to which the Company issued the March 2026 Note, an unsecured promissory note with an original principal balance of $
The March 2026 Note bears interest at the , as published in The Wall Street Journal, plus
The March 2026 Note is unsecured and contains customary representations and warranties, affirmative and negative covenants, and provisions governing Trigger Events, events of default, and remedies. Trigger Events include, among other things, failure to make payments when due, insolvency or bankruptcy‑related events, the occurrence of certain fundamental transactions without Atlas’ consent, covenant breaches, and material misrepresentations. Upon the occurrence of certain Trigger Events, Atlas has the right to increase the outstanding balance of the March 2026 Note, subject to contractual limitations, and if a Trigger Event is not cured within specified time periods, it may result in an event of default. Upon an
13
event of default, Atlas has the right to accelerate the outstanding balance, apply default interest of up to
The Company elected to account for the March 2026 Note at fair value (Note 4). Debt issuance costs were written off upon election of the fair value option and recognized as interest expense. The maturity date of the March 2026 Note is June 16, 2027, as such the entire June 30, 2026 balance is classified in current liabilities.
8. Commitments and Contingencies
Litigation
On November 3, 2023, a securities class action lawsuit was filed against the Company and certain of its officers in the United States District Court for the District of New Jersey. The class action complaint alleges violations of the Securities Exchange Act of 1934, as amended, or the Exchange Act, in connection with allegedly false and misleading statements made by the Company related to the Company’s BLA during the period from August 3, 2021 through August 29, 2023. The complaint alleges, among other things, that the Company violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by failing to disclose that there was an alleged lack of evidence supporting LYTENAVA as a treatment for wet AMD and that the Company and/or their manufacturing partner had deficient CMC controls for LYTENAVA, which remained unresolved at the time the Company’s BLA was re-submitted to the FDA and, as a result, the FDA was unlikely to approve the Company’s BLA, and that the Company’s stock price dropped when such information was disclosed. The plaintiffs in the class action seek damages and interest, and an award of reasonable costs, including attorneys’ fees. On December 23, 2025, the court dismissed the plaintiffs’ second amended complaint in part with prejudice and in part with leave to amend. The plaintiffs filed a third amended complaint in February 2026 and a revised third amended complaint in April 2026.
On October 10, 2024, certain of the Company’s officers and directors were named as defendants in a shareholder derivative action filed in the District Court of the District of Delaware. The derivative complaint alleges that defendants breached their fiduciary duties by causing and/or allowing the Company to violate federal securities laws based on the same alleged misstatements as the securities class action. The derivative complaint also alleges defendants violated Section 14(a) of the Exchange Act, as well as claims for contribution, unjust enrichment, and waste of corporate assets. The derivative complaint seeks unspecified damages, corporate governance reforms, restitution, contribution, attorneys’ fees, and other costs. The derivative action is currently stayed, pending the final resolution of the securities class action pending in the United States District Court for the District of New Jersey.
The pending lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain. The Company could be forced to expend significant resources in the defense of the pending lawsuits and any additional lawsuits, and the Company may not prevail. In addition, the Company may incur substantial legal fees and costs in connection with such lawsuits. The Company currently is not able to estimate the possible cost to it from these matters, as the pending lawsuits are currently at an early stage, and the Company cannot be certain how long it may take to resolve the pending lawsuits or the possible amount of any damages that the Company may be required to pay. Such amounts could be material to the Company’s financial statements if it does not prevail in the defense of the pending lawsuits and any other related lawsuits, or even if it does prevail. The Company has not established any reserve for any potential liability relating to the pending lawsuits and any other related lawsuits. It is possible that the Company could, in the future, incur judgments or enter into settlements of claims for monetary damages.
Purchase Commitments
As of June 30, 2026, the Company had outstanding contractual commitments of approximately $
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Leases
Corporate office
In March 2021, the Company entered into a
In March 2024, the Company entered into a
The components of lease cost for the three and nine months ended June 30, 2026 and 2025 are as follows:
Three months ended June 30, | Nine months ended June 30, | |||||||||||
| 2026 | | 2025 | | 2026 | | 2025 | |||||
Lease cost: |
| |
| |
| |
| | ||||
Operating lease cost |
| |
| |
| |
| | ||||
Total lease cost | $ | | $ | | $ | | $ | | ||||
Amounts reported in the unaudited interim consolidated balance sheets for leases where the Company is the lessee are as follows:
June 30, 2026 | | September 30, 2025 | ||||
Operating leases: |
|
| | |||
Right-of-use asset | $ | | $ | | ||
Operating lease liabilities |
| |
| | ||
Weighted-average remaining lease term (years): |
| |
| | ||
Operating leases | ||||||
Weighted-average discount rate: |
| |
| | ||
Operating leases | ||||||
Other information related to leases for the nine months ended June 30, 2026 and 2025 are as follows:
Nine months ended June 30, | ||||||
| 2026 | | 2025 | |||
Cash paid for amounts included in the measurement of lease obligations: |
|
| | |||
Operating cash flows from operating leases | $ | | $ | | ||
Future minimum lease payments under non-cancelable leases at June 30, 2026 are as follows for the years ending September 30:
Operating leases | ||||||
2026 (remaining three months) | $ | | ||||
2027 | | |||||
2028 | | |||||
2029 | | |||||
Total undiscounted lease payments | | |||||
Less: Imputed interest |
| | ||||
Total lease obligations | $ | | ||||
9. Common Stock and Stockholders’ Equity
Preferred Stock
The number of authorized shares of preferred stock under the Company’s Certificate of Incorporation is
15
Common stock
On March 11, 2025, following receipt of stockholder approval at the Company’s 2025 annual meeting of stockholders, the number of authorized shares of common stock under the Company’s Certificate of Incorporation increased from
H.C. Wainwright At-The-Market Offering Agreement
On May 13, 2026, the Company entered into an At The Market Offering Agreement (the “Sales Agreement” or the “ATM Program”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), pursuant to which the Company may issue and sell shares of its common stock, from time to time, through H.C. Wainwright as sales agent and/or principal having an aggregate offering price of up to $
Under the Sales Agreement, the Company pays H.C. Wainwright a commission equal to
During the three months ended June 30, 2026, the Company sold
BTIG, LLC At-the-Market Offering Agreement
On May 16, 2023, the Company entered into an At-the-Market Sales Agreement with BTIG, LLC (“BTIG”), as sales agent (as amended, the “Prior Sales Agreement” or the “Prior ATM Program”), under which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $
The Company incurred financing costs of $
Under the Prior Sales Agreement, the Company paid BTIG a commission equal to
During the three and nine months ended June 30, 2026, the Company sold
Offerings
May 2026 Offering
On May 29, 2026, the Company completed a registered direct offering to GMS Ventures and Investments, the Company’s largest stockholder (“GMS”), priced at-the-market under Nasdaq rules for the purchase and sale of an aggregate of
In connection with the offering, on May 28, 2026, the Company entered into a warrant amendment with GMS pursuant to which the Company agreed to amend certain outstanding common stock warrants to purchase up to an aggregate of
16
exercise price of $
April 2026 Offering
On April 23, 2026, the Company completed a registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of an aggregate of
In connection with the April 2026 Offering, the Company entered into a warrant amendment pursuant to which the Company agreed to amend certain outstanding common stock warrants to purchase
In connection with the April 2026 Offering, the Company also issued to the placement agent warrants to purchase up to
The aggregate net proceeds to the Company from the offering were approximately $
March 2026 Offering
On March 23, 2026, the Company completed a best‑efforts public offering, for which H.C. Wainwright acted as the exclusive placement agent. The offering closed on March 25, 2026, and the Company issued an aggregate of
Each warrant has an exercise price of $
17
Common stock warrants
As of June 30, 2026, shares of common stock issuable upon the exercise of outstanding warrants were as follows:
Shares of | |||||
common stock | |||||
issuable upon | |||||
exercise of | Exercise Price | ||||
Expiration Date | | warrants | | Per Share | |
November 23, 2026 | | $ | | ||
March 18, 2029 | (i) | | $ | | |
April 15, 2029 | (i) | | $ | | |
January 17, 2030 | | $ | | ||
January 17, 2030 | | $ | | ||
January 17, 2030 | | $ | | ||
May 27, 2030 | | $ | | ||
May 27, 2030 | | $ | | ||
March 25, 2031 | | $ | | ||
March 25, 2031 | | $ | | ||
| |||||
| (i) | The Private Placement Warrants were issued in connection with private placements that closed on March 18, 2024 and April 15, 2024 are exercisable only for cash, except in limited circumstances, at any time after the date of issuance. The Company evaluated the warrants under ASC 815, Derivatives and Hedging, guidance and determined that the warrants did not meet Step 2 of the indexation, as a result they are not indexed to the Company’s own stock and must be classified as liabilities. Refer to the disclosure in Note 4 for further details on classification and fair value measurements. |
A holder of warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than a specified percentage of the outstanding common stock (
During the nine months ended June 30, 2026, warrants to purchase an aggregate of
.
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10. Stock-Based Compensation
2024 Equity Incentive Plan
In December 2015, the Company adopted the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provided for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”) awards, performance stock awards and other forms of equity compensation to Company employees, directors and consultants. In August 2024, the Company’s stockholders approved the amendment and restatement of the 2015 Plan, at which time, the name of the 2015 Plan was updated to the Outlook Therapeutics, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSU awards, performance stock awards and other forms of equity compensation to Company employees, directors and consultants. The aggregate number of shares of common stock authorized for issuance pursuant to the Company’s 2024 Plan is
Stock options and RSUs are granted under the Company’s 2024 Plan and generally vest over a period of to
The Company recorded stock-based compensation expense in the following expense categories of its unaudited interim consolidated statements of operations for the three and nine months ended June 30, 2026 and 2025:
Three months ended June 30, | Nine months ended June 30, | |||||||||||
2026 | | 2025 | | 2026 | | 2025 | ||||||
Research and development | $ | | $ | | $ | | $ | | ||||
General and administrative | | | | | ||||||||
Total | $ | | $ | | $ | | $ | | ||||
Stock options
As of June 30, 2026, options to purchase common stock of the Company outstanding under the 2024 Plan were as follows:
Weighted | ||||||||||
Average | ||||||||||
Weighted | Remaining | |||||||||
Number of | Average | Contractual | Aggregate | |||||||
| Shares | | Exercise Price | | Term (Years) | | Intrinsic Value | |||
Balance at September 30, 2025 | | $ | | $ | — | |||||
Granted | | | ||||||||
Forfeited | ( | | ||||||||
Expired | ( | | ||||||||
Balance at June 30, 2026 | | $ | | $ | — | |||||
Vested and exercisable at June 30, 2026 | | $ | | $ | — | |||||
The aggregate intrinsic value represents the total amount by which the fair value of the common stock subject to options exceeds the exercise price of the related options. As of June 30 the intrinsic value was $
The weighted average grant date fair value of the options awarded to employees for the nine months ended June 30, 2026 and 2025 was $
Nine months ended June 30, | |||||
2026 | | 2025 | |||
Risk-free interest rate | | | % | | % |
Expected term (years) | |||||
Expected volatility | | % | | % | |
Expected dividend yield | | | |||
19
As of June 30, 2026, there was $
Performance-based stock options
The Company granted certain officers of the Company option awards whose vesting is contingent upon meeting company-wide performance goals. The performance stock options were granted “at-the-money” and have a term of
The fair value of each option grant under the performance share option plan was estimated on the date of grant using the same option valuation model used for non-statutory options above. Compensation expense for performance-based stock options is only recognized when management determines it is probable that the awards will vest.
A summary of the activity under the performance share option plan as of June 30, 2026 and changes during the nine months then ended are presented below.
Weighted | ||||||||||
Average | ||||||||||
Weighted | Remaining | |||||||||
Number of | Average | Contractual | Aggregate | |||||||
| Shares | | Exercise Price | | Term (Years) | | Intrinsic Value | |||
Balance at September 30, 2025 | | $ | | $ | — | |||||
Forfeited | ( | | ||||||||
Expired | ( | | ||||||||
Balance at June 30, 2026 | | $ | | $ | — | |||||
Vested and exercisable at June 30, 2026 | | $ | | $ | — | |||||
The vesting of the performance-based stock options is conditional upon FDA approval of LYTENAVA. The expense for the performance-based stock options is not recognized until the performance conditions are deemed probable of achievement. The Company did not record any expense related to the performance-based stock options during the three and nine months ended June 30, 2026 as the performance conditions were not deemed probable of being met. The Company did not record any expense related to the performance-based stock options during the three and nine months ended June 30, 2025. The Company received approval of LYTENAVATM during July 2026. The Company will assess performance conditions in light of the July 2026 FDA approval.
11. Segment Information
Operating segments are components of an enterprise for which discrete financial information is available and reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company has
The accounting policies of the Company’s single segment are the same as those described in the summary of significant accounting policies. To date, the Company has generated insignificant product revenue. The Company expects to continue to incur significant expenses and operating losses for the foreseeable future as it advances product candidates through all stages of development and clinical trials and, ultimately, seek regulatory approval. The CODM assesses performance for its segment based on net loss, which is reported on the consolidated statements of operations. The CODM uses budget versus forecasted expense and cash forecast models in making decisions. Such models are reviewed to assess the entity-wide operating results and performance, including how long cash is expected to be sufficient. The measure of segment assets is reported on the consolidated balance sheet as total assets.
20
The table below summarizes the significant expense categories regularly reviewed by the CODM for the three and nine months ended June 30, 2026 and 2025:
Three months ended June 30, | ||||||
2026 | 2025 | |||||
Revenues, net | $ | | $ | | ||
Cost of revenues | | | ||||
Gross profit | ( | | ||||
Operating expenses: | ||||||
Research and development expenses | ||||||
ONS-5010/LYTENAVA development | | | ||||
Compensation and related benefits | | | ||||
Stock-based compensation | | | ||||
Other research and development | | | ||||
| | |||||
Selling, general and administrative expenses | ||||||
Professional fees | | | ||||
Compensation and related benefits | | | ||||
Stock-based compensation | | | ||||
Europe commercial expenses | | | ||||
Facilities, fees and other related costs | | | ||||
| | |||||
Segment loss from operations | ( | ( | ||||
Other segment items (i) | ( | ( | ||||
Segment loss before income taxes | $ | ( | $ | ( | ||
Nine months ended June 30, | ||||||
2026 | 2025 | |||||
Revenues, net | $ | ( | $ | | ||
Cost of revenues | | | ||||
Gross profit | ( | | ||||
Operating expenses: | ||||||
Research and development expenses | ||||||
ONS-5010/LYTENAVA development | | | ||||
Compensation and related benefits | | | ||||
Stock-based compensation | | | ||||
Other research and development | | | ||||
| | |||||
Selling, general and administrative expenses | ||||||
Professional fees | | | ||||
Compensation and related benefits | | | ||||
Stock-based compensation | | | ||||
Europe commercial expenses | | | ||||
Facilities, fees and other related costs | | | ||||
| | |||||
Segment loss from operations | ( | ( | ||||
Other segment items (i) | ( | | ||||
Segment loss before income taxes | $ | ( | $ | ( | ||
21
12. Subsequent Events
August 2026 Follow-On Offering
On August 12, 2026, the Company entered into an underwriting agreement with Piper Sandler & Co. and BTIG, LLC, as representatives of the several underwriters named therein, relating to the public offering (the “August 2026 Offering”) by the Company of (i)
The Company also granted the underwriters an option for a period of
The estimated aggregate net proceeds to the Company from the August 2026 Offering were approximately $
GMS, the Company’s largest stockholder, purchased an aggregate of
ATM Program Suspension
On August 12, 2026, the Company delivered written notice to H.C. Wainwright that the Company has terminated its prospectus supplement, dated May 13, 2026, relating to the Sales Agreement. The Company will not make any sales of common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.
Authorized Share Increase
On July 16, 2026, at a special meeting of the Company’s stockholders (the “2026 Special Meeting”) the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from
22
Warrant Approval
On July 16, 2026, the April 2026 Warrants and the April 2026 Placement Agent Warrants became exercisable upon stockholder approval of the required proposals at the 2026 Special Meeting. The April 2026 Warrants expire on July 21, 2031 and the April 2026 Placement Agent Warrants expire on April 22, 2031.
FDA Approval
On July 24, 2026, the FDA approved the Company’s biologics license application for LYTENAVA™ (bevacizumab-vikg) for the treatment of wet AMD. LYTENAVA is the first and only FDA-approved ophthalmic formulation of bevacizumab for the treatment of wet AMD in the United States. Following the approval, the Company commenced activities to support the commercial launch of LYTENAVA in the United States.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read this section in conjunction with our unaudited interim consolidated financial statements and related notes included in Part I, Item 1 of this report and our audited consolidated financial statements and related notes thereto and management’s discussion and analysis of financial condition and results of operations for the years ended September 30, 2025 and 2024 included in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the Securities and Exchange Commission, or SEC, on December 19, 2025.
Forward-Looking Statements
This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “seek,” “should,” “will,” “would,” or the negative of these terms or similar expressions in this report. You should read these statements carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other forward-looking information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. These forward-looking statements are subject to certain risks and uncertainties that could cause a material difference including, but not limited to, those discussed under the caption “Risk Factors” in Exhibit 99.1 to our Current Report on Form 8-K, filed with the SEC on, August 12, 2026 and elsewhere in this report. See “Special Note Regarding Forward-Looking Statements.” Forward-looking statements are based on our management’s current beliefs and assumptions and based on information currently available to our management. These statements, like all statements in this report, speak only as of their date, and we undertake no obligation to update or revise these statements in light of future developments.
Overview
We are a biopharmaceutical company that has developed LYTENAVATM (bevacizumab-vikg, bevacizumab gamma) as the first and only ophthalmic formulation of bevacizumab approved by the U.S. Food and Drug Administration, or FDA, the European Commission in the European Union, or EU, and the Medicines and Healthcare products Regulatory Agency, or MHRA, in the United Kingdom, or UK, for use in adults for the treatment of wet age-related macular degeneration, or wet AMD. Starting in June 2025, we launched directly into the initial markets of Germany and the UK. In 2026, we expanded into Austria and are planning for launches in other European countries either directly or with a licensing partner. In July 2026, we received FDA approval for LYTENAVA (bevacizumab-vikg) for the treatment of wet AMD in the United States, which results in 12 years of regulatory exclusivity in the United States. We are making preparations to commercially launch in the U.S. prior to December 31, 2026..
Bevacizumab is a full-length, humanized anti-VEGF (Vascular Endothelial Growth Factor) recombinant monoclonal antibody, or mAb, that inhibits VEGF and associated angiogenic activity. Prior to the approval of LYTENAVA in the US,
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EU and UK, bevacizumab had only been approved for use in the treatment of various forms of cancer and had not been optimized for use in the treatment of retina diseases. Because there previously were no approved bevacizumab products for the treatment of retinal diseases in the United States and other major markets, we submitted standard biologic therapeutic applications and did not use the biosimilar drug regulatory pathway that would be required if bevacizumab were an approved drug for the targeted disease. Off-label repackaged bevacizumab is a frequently used first-line anti-VEGF treatment in Europe (approximately 2.8 million injections annually) and the United States (approximately 2.7 million injections annually) based on data compiled from various sources (Citeline (2023), Global Data (2023) and Market Scope (2022); ASRS 2024 Membership Survey; Market Scope 2024 US Retina Quarterly Updates; GlobalData: Age-Related Macular Degeneration: Global Drug Forecast and Market Analysis to 2028 (April 2020)). We believe LYTENAVA has potential to mitigate risks associated with off-label use of unapproved bevacizumab. We believe there is significant opportunity in Europe with a total anti-VEGF retina market estimated to be approximately $3.6 billion, including approximately 1.52 million treated patients and approximately 8.3 million total anti-VEGF units (Global Data (2023); Market Scope (2022); IQVIA MIDAS data Q3 2023; Graefe's Archive for Clinical and Experimental Ophthalmology (2020) 258:503–511). We similarly see significant opportunity in the United States, with an estimated $8.5 billion total anti-VEGF retina market, where 55% of physician state off-label repackaged bevacizumab is the preferred first-line product. It is estimated that 34% of the total anti-VEGF market is off-label bevacizumab (new and maintenance therapy) (Citeline (2023); Global Data (2023); Market Scope (2022); ASRS 2024 Membership Survey; Market Scope 2024 US Retina Quarterly Updates; GlobalData: Age-Related Macular Degeneration: Global Drug Forecast and Market Analysis to 2028 (April 2020)). We estimate the global market for anti-VEGF retina to be greater than $15.9 billion (Citeline (2023), Global Data (2023) and Market Scope (2022)).
In May 2024, the European Commission granted a centralized Marketing Authorization for LYTENAVA for the treatment of adults with wet AMD in the EU. The decision applied automatically in all 27 EU Member States, and, within 30 days, also to Iceland, Norway and Liechtenstein. In July 2024, the MHRA granted marketing authorization for LYTENAVA for the treatment of wet AMD in the UK under the new International Recognition Procedure, or IRP, which allows the MHRA to rely on an authorization received for the same product from one of MHRA’s specified Reference Regulators, or RRs, when considering an application for marketing authorization in the UK. LYTENAVA is the first and only authorized ophthalmic formulation of bevacizumab for use in treating wet AMD in the United States,
EU and UK.
Macroeconomic and Geopolitical Factors
Global uncertainty due to tariffs and global macroeconomic conditions may have a material adverse effect on our commercialization efforts. The global financial markets recently have experienced significant disruptions due to various macroeconomic factors, including, among other things, the impacts of fluctuations in inflation and interest rates, tariffs and trade tensions, and geopolitical instability and uncertainty. If these disruptions and slowdown deepen or persist, we may not be able to access additional capital on favorable terms, or at all, which could in the future negatively affect our ability to pursue our business strategy. There is inherent risk, based on the complex relationships among the U.S. and the countries in which we conduct our business, that political, diplomatic, and national security factors can lead to global trade restrictions and changes in trade policies and export regulations that may adversely affect our business and operations. The current international trade and regulatory environment is subject to significant ongoing uncertainty. The United States may continue to announce tariffs affecting a wide range of products and jurisdictions and has indicated an intention to continue developing new trade policies, including with respect to the pharmaceutical industry. In response, certain foreign governments have announced or implemented retaliatory tariffs and other protectionist measures. These developments have created a dynamic and unpredictable trade landscape, which may adversely impact our business, results of operations, financial condition and prospects. Current or future tariffs will result in increased research and development expenses, including with respect to increased costs associated with raw materials, laboratory equipment and research materials and components. In addition, such tariffs will increase our supply chain complexity and could also potentially disrupt our existing supply chain. Trade restrictions and tariffs affecting the import of materials necessary for clinical trials could result in delays to our development timelines. Increased development costs and extended development timelines could place us at a competitive disadvantage compared to companies operating in regions with more favorable trade relationships and could reduce investor confidence, negatively impacting our ability to secure additional financing on favorable terms or at all. In addition, as we continue to expand our commercialization efforts, tariffs and trade restrictions could hinder our ability to establish cost-effective production capabilities, negatively impacting our growth prospects. We currently
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manufacture LYTENAVA in the United States, which helps mitigate exposure to global tariff volatility. However, this concentration of manufacturing may adversely affect our pricing and competitiveness in the United Kingdom and European Union.
Recent Developments
August 2026 Follow-On Offering
On August 12, 2026, we entered into an underwriting agreement with Piper Sandler & Co. and BTIG, LLC, as representatives of the several underwriters named therein, relating to the public offering, or the August 2026 Offering, by the Company of (i) 55,555,556 shares of common stock and (ii) accompanying warrants to purchase up to an aggregate of 55,555,556 shares of common stock, or the August 2026 Warrants, at a combined public offering price of $0.99 per share of common stock and accompanying August 2026 Warrant. The shares of common stock and August 2026 Warrants are immediately separable and were issued separately. Each August 2026 Warrant has an initial exercise price per share of $1.10, subject to certain customary adjustments for recapitalizations, stock splits and similar actions. The August 2026 Warrants are immediately exercisable and expire five years from the date of issuance. The August 2026 Offering closed on August 14, 2026.
We also granted the underwriters an option for a period of 30 days to purchase up to 8,333,333 additional shares of common stock and/or August 2026 Warrants to purchase up to 8,333,333 additional shares of common stock at the public offering price, less the underwriting discounts and commissions. On August 12, 2026, the underwriters exercised such option with respect to August 2026 Warrants to purchase up to 8,333,333 additional shares of common stock.
Our estimated aggregate net proceeds from the August 2026 Offering were approximately $51.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable us and excluding any exercise of the underwriters’ option to purchase additional securities and assuming no exercise of the accompanying August 2026 Warrants. We intend to use the net proceeds from this offering, together with our cash and cash equivalents, to fund the commercial launch of LYTENAVA in the United States as well as for working capital and general corporate purposes.
ATM Program Suspension
On August 12, 2026, we delivered written notice to H.C. Wainwright & Co., LLC, or H.C. Wainwright, that we have terminated our prospectus supplement, dated May 13, 2026, relating to the At The Market Offering Agreement, dated May 13, 2026, by and between the Company and H.C. Wainwright, or the Sales Agreement. We will not make any sales of common stock pursuant to the Sales Agreement unless and until a new prospectus supplement is filed with the SEC; however, the Sales Agreement remains in full force and effect.
FDA Approval
On July 24, 2026, the FDA approved our biologics license application for LYTENAVA™ (bevacizumab-vikg) for the treatment of wet AMD. LYTENAVA is the first and only FDA-approved ophthalmic formulation of bevacizumab for the treatment of wet AMD in the United States. Following the approval, we commenced activities to support the commercial launch of LYTENAVA in the United States.
Going Concern
Through June 30, 2026, we have funded substantially all of our operations with $650.3 million in net proceeds from the sale and issuance of our equity and debt securities. We have also received $29.0 million pursuant to our collaboration and licensing agreements through such date. Our net loss for the nine months ended June 30, 2026 was $27.5 million. We also had a net loss of $29.0 million for the nine months ended June 30, 2025. We have not generated any significant revenue from product sales. We anticipate incurring additional losses until such time, if ever, that we can generate significant sales of LYTENAVA or any other product candidate we may develop.
We evaluated whether there are conditions or events considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern. We do not believe that the existing cash and cash equivalents as of June 30, 2026 together with net proceeds of $51.1 million from the August 2026 Offering, are sufficient to fund our operations through
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one year from the date of this Quarterly Report on Form 10-Q. As a result, there is substantial doubt about our ability to continue as a going concern. Our unaudited interim consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Components of our Results of Operations
Revenues, net
We recognize revenue from sales of a single product, LYTENAVA (bevacizumab gamma), which became available for commercial sale and shipment to patients in the UK, Germany and Austria in June 2025.
Cost of revenues
Cost of revenues consists primarily of the cost of inventory sold, which includes direct manufacturing, production and packaging materials for LYTENAVA sales. Prior to receiving authorization to sell LYTENAVA in Europe, we expensed costs associated with manufacturing of LYTENAVA as a component of research and development expense that would have been included in cost of revenues.
Research and development expenses
Research and development expense consists of expenses incurred in connection with the discovery and development of our product candidates. We expense research and development costs as incurred. These expenses include:
| ● | expenses incurred under agreements with contract research organizations, or CROs, as well as investigative sites and consultants that conduct our preclinical studies and clinical trials; |
| ● | expenses incurred by us directly, as well as under agreements with contract manufacturing organizations, or CMOs, for manufacturing scale-up expenses and the cost of acquiring and manufacturing preclinical and clinical trial materials and commercial materials, including manufacturing validation batches; |
| ● | outsourced professional scientific development services; |
| ● | employee-related expenses, which include salaries, benefits and stock-based compensation; |
| ● | payments made under a third-party assignment agreement, under which we acquired intellectual property; |
| ● | expenses relating to regulatory activities, including filing fees paid to regulatory agencies; |
| ● | laboratory materials and supplies used to support our research activities; and |
| ● | allocated expenses, utilities and other facility-related costs. |
The successful development of our product candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and costs of the efforts that will be necessary to complete the remainder of the development of, or when, if ever, material net cash inflows may commence from any of our other product candidates. This uncertainty is due to the numerous risks and uncertainties associated with the duration and cost of clinical trials, which vary significantly over the life of a project as a result of many factors, including:
| ● | the number of clinical sites included in the trials; |
| ● | the length of time required to enroll suitable patients; |
| ● | the number of patients that ultimately participate in the trials; |
| ● | the number of doses patients receive; |
| ● | the duration of patient follow-up; |
| ● | the results of our clinical trials; |
| ● | the establishment of commercial manufacturing capabilities; |
| ● | the receipt of marketing approvals; and |
| ● | the commercialization of product candidates. |
Our expenditures are subject to additional uncertainties, including the terms and timing of regulatory approvals. We may never succeed in achieving regulatory approval for any of our biosimilar product candidates. We may obtain unexpected results from our clinical trials. We may elect to discontinue, delay or modify clinical trials of some product candidates or focus on others. A change in the outcome of any of these variables with respect to the development of a product candidate
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could mean a significant change in the costs and timing associated with the development of that product candidate. For example, if the FDA or other regulatory authorities were to require us to conduct clinical trials beyond those that we currently anticipate, or if we experience significant delays in enrollment in any of our clinical trials, we could be required to expend significant additional financial resources and time on the completion of clinical development. Full product commercialization will take several years and millions of dollars in additional costs.
Research and development activities are central to our business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages of clinical development, primarily due to the increased size, complexity and duration of later-stage clinical trials.
Selling, general and administrative expenses
Selling, general and administrative expenses consist principally of distribution expenses, salaries and related costs for personnel in executive, administrative, finance, and legal functions, including stock-based compensation, travel expenses and recruiting expenses. Other general and administrative expenses include facility-related costs, patent filing, and prosecution costs, professional fees for business development, legal, auditing and tax services, and insurance costs.
Following the launch of our product in Germany, the UK and Austria, we have incurred additional expenses related to commercial operations, including sales and marketing activities in these regions. We anticipate that our general and administrative expenses will continue to increase as we expand our commercial presence, support ongoing operations in these markets, and as we prepare for commercial launch in the United States and potential launches in additional territories.
Loss on equity method investment
Loss on equity method investment represents our proportionate share for the period of the net loss of our investee to which the equity method of accounting is applied. We account for equity investments where we own a non-controlling interest, but have the ability to exercise significant influence, under the equity method of accounting.
Interest income
Interest income is earned from short-term investments, primarily money market investments.
(Gain) loss from change in fair value of promissory notes
The change in fair value relates to convertible promissory notes that we elected to account for at fair value. As permitted under ASC 825, we elected the fair value option to account for our convertible promissory notes. We recorded the convertible promissory note at fair value with changes in fair value recorded in the consolidated statements of operations.
Gain on extinguishment of debt
In March 2026, the Company recognized a gain on a $17 million partial repayment of the Avondale convertible promissory note, based on the fair value of the note at March 16, 2025. The gain represents the difference between the fair value and the cash paid. During May 2026 the Company recognized a loss on on the conversion of the final balance of the $33.1 million unsecured convertible promissory note issued in March 2025, or the March 2025 Note, to Avondale Capital, LLC.
Gain from change in fair value of warrant liability
We issued warrants to purchase our common stock in conjunction with convertible senior secured notes issued pursuant to a certain Note and Warrant Purchase Agreement dated December 22, 2017. Additionally, we issued warrants in connection with private placements that closed on March 18, 2024 and April 15, 2024. These warrants are categorized as liabilities and recorded at fair value. The warrants are subject to re-measurement at each balance sheet date, and we recognize any change in fair value in our statements of operations.
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Income taxes
Since inception, we have not recorded any U.S. federal or state income tax benefits (excluding the sale of New Jersey state NOLs and research credits) for the net losses we have incurred in each year or on our earned research and development tax credits, due to our uncertainty of realizing a benefit from those items. As of September 30, 2025, we had federal and state NOL carryforwards of $441.0 million and $243.6 million, respectively, that will begin to expire in 2030 and 2039, respectively. As of September 30, 2025, we had federal foreign tax credit carryforwards of $0.1 million available to reduce future tax liabilities, which begin to expire starting in 2024. As of September 30, 2025, we also had federal and state research and development tax credit carryforwards of $11.6 million and $0.8 million, respectively, that will begin to expire in 2032 and 2033, respectively.
In general, under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. We have not completed a study to assess whether an ownership change has occurred in the past. Our existing NOLs may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in connection with or after our initial public offering, our ability to utilize NOLs could be further limited by Section 382 of the Code. Future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. Our NOLs are also subject to international regulations, which could restrict our ability to utilize our NOLs.
Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities.
On July 4, 2025, the One Big Beautiful Bill Act, or the OBBBA, was enacted in the United States. The legislation includes significant corporate tax reforms, including the permanent reinstatement of the ability to deduct domestic research and development expenditures as incurred beginning in fiscal 2026, replacing the previous requirement to capitalize and amortize such expenditures over five years. The OBBBA also introduces modifications to the international tax framework, including changes to the foreign-derived intangible income, or FDII, regime. Under the legislation, FDII is renamed foreign-derived deduction-eligible income, or FDDEI, with the current FDDEI effective tax rate of 13% maintained through fiscal 2026, followed by a permanent adjustment to a 14% rate beginning in fiscal 2027 (compared to 16% under prior law). The legislation contains multiple effective dates, with certain provisions effective in 2025 and others becoming effective in subsequent years. The effects of OBBBA are not expected to have a material impact on our financial statements.
Segment reporting
We operate in a single reportable segment focused on the development and commercialization of LYTENAVA™, an ophthalmic formulation of bevacizumab for treating wet AMD. Our Chief Executive Officer serves as the chief operating decision maker, or CODM, and manages our operations on a consolidated basis.
Our segment’s accounting policies align with those outlined in the summary of significant accounting policies. To date, we have generated minimal product revenue and expect to continue incurring significant expenses and operating losses as we advance product candidates through development, clinical trials, and regulatory review.
The CODM evaluates segment performance based on net loss, as reported in our consolidated statements of operations, and uses budget-to-forecast comparisons and cash flow models to guide decision-making. Segment assets are reported as total assets on our consolidated balance sheet.
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Results of Operations
Comparison of Three Months Ended June 30, 2026 and 2025
Three months ended June 30, | |||||||||
| 2026 | | 2025 | | Change | ||||
Revenues, net | $ | 8,700 | $ | 1,505,322 | $ | (1,496,622) | |||
Cost of revenues | 16,965 | 439,815 | (422,850) | ||||||
Gross profit | (8,265) | 1,065,507 | (1,073,772) | ||||||
Operating expenses: | |||||||||
Research and development | $ | 3,251,099 | $ | 7,134,706 | $ | (3,883,607) | |||
Selling, general and administrative | 7,550,845 | 9,679,481 | (2,128,636) | ||||||
Loss from operations | (10,810,209) | (15,748,680) | 4,938,471 | ||||||
Loss on equity method investment | 41,013 | 30,884 | 10,129 | ||||||
Interest income (expense) | (7) | 49,351 | (49,358) | ||||||
Loss from change in fair value of promissory notes | 1,103,000 | 2,323,977 | (1,220,977) | ||||||
Loss from change in fair value of warrant liability | 7,036,009 | 1,999,610 | 5,036,399 | ||||||
Gain on extinguishment of debt | 1,329,048 | — | 1,329,048 | ||||||
Net loss | $ | (20,319,272) | $ | (20,152,502) | $ | (166,770) | |||
Revenues, net
During the three months ended June 30, 2026, net revenue was $0.01 million, compared to $1.5 million for the same period in the prior year. The change in net revenues is due to units shipped of 750 for the three months ended June 30, 2026 versus 9,000 units shipped during the three month period ended June 30, 2025. In addition, we recognized administrative fees assessed under contractual arrangements with our wholesalers during the three months ended June 30, 2026.
Cost of revenues
Cost of revenues for the three months ended June 30, 2026 was $0.02 million. Prior to receiving regulatory approval for LYTENAVA for the treatment of wet AMD by the European Commission in the EU and the MHRA in the UK, inventory and related manufacturing costs were recognized as research and development expenses. Accordingly, the research and development expenses that would have been classified as cost of revenues for the current period were also immaterial.
Research and development expenses
The following table summarizes our research and development expenses by functional area for the three months ended June 30, 2026 and 2025:
Three months ended June 30, | ||||||
| 2026 | | 2025 | |||
ONS-5010/LYTENAVA development | $ | 2,187,470 | $ | 5,847,020 | ||
Compensation and related benefits | 567,189 | 906,195 | ||||
Stock-based compensation | 63,266 | 91,636 | ||||
Other research and development | 433,174 | 289,855 | ||||
Total research and development expenses | $ | 3,251,099 | $ | 7,134,706 | ||
Research and development expenses for the three months ended June 30, 2026 decreased by $3.8 million compared to the three months ended June 30, 2025. A key driver was the $3.2 million refund for the cancellation of development studies that are no longer required.
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Selling, general and administrative expenses
The following table summarizes our selling, general and administrative expenses by type for the three months ended June 30, 2026 and 2025:
Three months ended June 30, | ||||||
| 2026 | | 2025 | |||
Professional fees | $ | 1,173,827 | $ | 1,315,395 | ||
Compensation and related benefits | 1,520,593 | 1,943,321 | ||||
Stock-based compensation | 728,405 | 1,579,176 | ||||
Europe commercial expenses | 3,042,474 | 3,867,013 | ||||
Facilities, fees and other related costs | 1,085,546 | 974,576 | ||||
Total selling, general and administrative expenses | $ | 7,550,845 | $ | 9,679,481 | ||
Selling, general and administrative expenses for the three months ended June 30, 2026 decreased by $2.1 million when compared to the three months ended June 30, 2025. The decrease was primarily due to a decrease of $1.2 million of compensation and related benefits and stock-based compensation due to lower headcount, and decreased European commercial expenses of $0.8 million from our ongoing work to match the costs in Europe to the revenue being generated.
Interest income
During the three months ended June 30, 2026 and 2025 interest income was immaterial.
Loss from change in fair value of promissory notes
The change in fair value relates to the promissory notes that we elected to account for at fair value. As permitted under ASC 825, we elected the fair value option to account for our promissory note. We record the promissory note at fair value with changes in fair value recorded in the unaudited interim consolidated statements of operations. The loss recognized during the three months ended June 30, 2026, was primarily driven by the increase in share price of the Company common stock. The loss recognized in the comparative period was primarily due to a reduction in the remaining term of the instrument and increased volatility.
Gain from change in fair value of warrant liability
The gain recognized during the three months ended June 30, 2026, resulted from a decrease in the price per share of common stock from December 31, 2025 to June 30, 2026. The gain recorded during the three months ended June 30, 2025, was primarily due to the reduction in the price per share of common stock from December 31,2024 to June 30, 2025.
Gain on extinguishment of debt
The gain recognized during the three months ended June 30, 2026 resulted from the partial repayment of the March 2025 Avondale unsecured convertible promissory note. During May 2026 the Company recognized a loss on on the conversion of the final balance of the March 2025 Note.
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Comparison of Nine months Ended June 30, 2026 and 2025
Nine months ended June 30, | |||||||||
| 2026 | | 2025 | | Change | ||||
Revenues, net | $ | (1,071,694) | $ | 1,505,322 | $ | (2,577,016) | |||
Cost of revenues | 195,918 | 439,815 | (243,897) | ||||||
Gross profit | (1,267,612) | 1,065,507 | (2,333,119) | ||||||
Operating expenses: | |||||||||
Research and development | 11,385,971 | 21,201,875 | (9,815,904) | ||||||
Selling, general and administrative | 25,667,565 | 29,610,692 | (3,943,127) | ||||||
Loss from operations | (38,321,148) | (49,747,060) | 11,425,912 | ||||||
Loss on equity method investment | 124,765 | 100,588 | 24,177 | ||||||
Interest income | (10) | 18,972 | (18,982) | ||||||
Loss from change in fair value of promissory notes | 5,351,336 | 5,739,005 | (387,669) | ||||||
Warrant inducement expenses | — | 33,856,814 | (33,856,814) | ||||||
Loss from change in fair value of warrant liability | 2,989,800 | (40,333,145) | 43,322,945 | ||||||
Loss on extinguishment of debt | 1,043,448 | — | 1,043,448 | ||||||
Loss before income taxes | (47,830,487) | (49,129,294) | 1,298,807 | ||||||
Income tax expense | — | 2,800 | (2,800) | ||||||
Net loss | $ | (47,830,487) | $ | (49,132,094) | $ | 1,301,607 | |||
Revenues, net
During the nine months ended June 30, 2026, net revenue was negative $1.1 million, compared to$1.5 million for the same period in the prior year. The negative revenue for the nine months ended June 30, 2026 was primarily due to a $1.1 million increase in the returns reserve related to estimated product returns from our UK distributor due to lower-than-forecasted sell-through during the three months ended December 31, 2025. There were no adjustments for these batches in the three months ended June 30, 2026, and we do not anticipate further adjustments for these batches in fiscal 2026. Returns reserves are reviewed quarterly and may be adjusted based on our ongoing assessment of business conditions and distributor-level sales forecasts. In addition, we recognized administrative fees assessed under contractual arrangements with our wholesalers during the nine months ended June 30, 2026. When combined with the increase in the returns reserve, these fees contributed to the negative net revenue for the period.
Cost of revenues
Cost of revenues for the nine months ended June 30, 2026 exceeded net revenues for the same period. Prior to receiving regulatory approval for LYTENAVA for the treatment of wet AMD by the European Commission in the EU and the MHRA in the UK, inventory and related manufacturing costs were recognized as research and development expenses. Accordingly, the research and development expenses that would have been classified as cost of revenues for the current period were also immaterial.
Research and development expenses
The following table summarizes our research and development expenses by functional area for the nine months ended June 30, 2026 and 2025:
Nine months ended June 30, | ||||||
| 2026 | | 2025 | |||
ONS-5010/LYTENAVA development | $ | 8,317,752 | $ | 18,282,667 | ||
Compensation and related benefits | 1,725,206 | 1,831,860 | ||||
Stock-based compensation | 254,202 | 289,889 | ||||
Other research and development | 1,088,811 | 797,459 | ||||
Total research and development expenses | $ | 11,385,971 | $ | 21,201,875 | ||
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Research and development expenses for the nine months ended June 30, 2026 decreased by $9.8 million compared to the nine months ended June 30, 2025. The decrease was primarily due to a decrease of $9.9 million in ONS-5010/LYTENAVA development expenses related to conducting the NORSE EIGHT clinical trial, which was initiated and began enrolling patients in January 2024 and completed enrollment in September 2024.
Selling, general and administrative expenses
The following table summarizes our selling, general and administrative expenses by type for the nine months ended June 30, 2026 and 2025:
Nine months ended June 30, | ||||||
| 2026 | | 2025 | |||
Professional fees | $ | 4,667,134 | $ | 5,120,664 | ||
Compensation and related benefits | 4,101,809 | 5,806,232 | ||||
Stock-based compensation | 2,176,102 | 6,757,008 | ||||
Europe commercial expenses | 11,919,248 | 9,177,513 | ||||
Facilities, fees and other related costs | 2,803,272 | 2,749,275 | ||||
Total selling, general and administrative expenses | $ | 25,667,565 | $ | 29,610,692 | ||
Selling, general and administrative expenses for the nine months ended June 30, 2026 decreased by $3.9 million when compared to the nine months ended June 30, 2025. The decrease was primarily due to a $6.3 million combined decrease in cash and stock-based compensation, which was primarily related to severance costs from the departure of our former Chief Executive Officer and reductions in headcount in December 2024. In addition, professional fees declined by $1.2 million due to ongoing efforts to reduce expenditures unrelated to launch activities. These decreases were partially offset by a $2.8 million increase in commercial expenses associated with LYTENAVA in Europe reflecting the initial launch in Germany and the UK that began in May 2025.
Interest income
During the nine months ended June 30, 2026 and 2025 interest income was immaterial.
Loss from change in fair value of promissory notes
The change in fair value relates to the promissory notes that we elected to account for at fair value. As permitted under ASC 825, we elected the fair value option to account for our promissory note. We record the promissory note at fair value with changes in fair value recorded in the unaudited interim consolidated statements of operations. The loss recognized during the nine months ended June 30, 2026, was primarily driven by the reduction of the conversion price of the March 2025 Note triggered by a Major Trigger Event (as defined in the March 2025 Note), and increased stock price volatility. The loss recognized in the comparative period was primarily due to a reduction in the remaining term of the instrument and increased volatility.
Gain from change in fair value of warrant liability
The gain recognized during the nine months ended June 30, 2026, resulted from an decrease in the price per share of common stock from September 30, 2025 to June 30, 2026. The gain recorded during the nine months ended June 30, 2025, was primarily due to the reduction in the price per share of common stock from September 30, 2024 to June 30, 2025.
Gain on extinguishment of debt
The gain recognized during the nine months ended June 30, 2026 resulted from the partial repayment of the March 2025 Avondale unsecured convertible promissory note in March 2026.
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Liquidity and Capital Resources
We have not generated any significant revenue from product sales. Since inception, we have incurred net losses and negative cash flows from our operations. Through June 30, 2026, we have funded substantially all of our operations with $650.3 million in net proceeds from the sale and issuance of our equity securities, debt securities and borrowings under debt facilities. We have also received an aggregate of $29.0 million pursuant to emerging markets collaboration and licensing agreements for our inactive biosimilar development programs.
We anticipate incurring additional losses until such time, if ever, that we can generate significant sales of LYTENAVA or any other product candidate we may develop. We will need additional financing to fund our operations in the future, fully commercialize LYTENAVA, to develop any other product candidates and to continue as a going concern. Management is currently evaluating various strategic opportunities to obtain the required funding for future operations. These strategies may include but are not limited to potential licensing and/or marketing arrangements or collaborations with pharmaceutical or other companies, the issuance of equity securities, including through an at-the-market offering program, the issuance of additional debt, and revenues from potential future product sales, if any. Alternatively, we may be required to, among other things, modify our clinical trial plans for LYTENAVA in additional indications, make reductions in our workforce, scale back our plans and place certain activities on hold, discontinue our development programs, liquidate all or a portion of our assets, and/or seek protection under the provisions of the U.S. Bankruptcy Code.
On May 16, 2023, we entered into an At-the-Market Sales Agreement with BTIG, LLC, or BTIG, as sales agent, as amended, the ATM Agreement or the ATM Offering, under which we may issue and sell shares of our common stock having an aggregate offering price of up to $100.0 million from time to time through BTIG. Under the ATM Agreement, we pay BTIG a commission equal to 3.0% of the aggregate gross proceeds of any sales of common stock under the ATM Agreement. The offering of common stock pursuant to the ATM Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the ATM Agreement or (ii) termination of the ATM Agreement in accordance with its terms.
During the nine months ended June 30, 2026, we sold 15,227,166 shares of common stock under the ATM Offering and generated approximately $17.4 million in net proceeds after paying fees to BTIG and other issuance costs of $0.5 million.
On December 22, 2022, we entered into a Securities Purchase Agreement and issued an unsecured convertible promissory note with a face amount of $31.8 million, or the December 2022 Note, to Streeterville Capital, LLC. On March 13, 2025, we used the proceeds from the March 2025 Note (as defined below) to pay off the December 2022 Note.
On March 13, 2025, we issued an unsecured convertible promissory note for $33.1 million, or the March 2025 Note, to Avondale Capital, LLC, or Avondale, pursuant to a Securities Purchase Agreement, or the Purchase Agreement, dated January 31, 2025. For a description of the Purchase Agreement and the March 2025 Note, see “Description of Indebtedness” below for additional detail.
On December 31, 2025, we did not meet the required $3.0 million Quarterly Debt Reduction Obligation, as defined below. The failure to make this required payment constituted a Major Trigger Event, as defined below, under the March 2025 Note. Pursuant to the terms of the March 2025 Note, the occurrence of a Major Trigger Event resulted in (i) an automatic 10% increase to the outstanding balance, effective January 1, 2026, and (ii) an adjustment to the Conversion Price. Following the adjustment, the Conversion Price is equal to the lesser of the fixed conversion price of $2.26 or 90% of the lowest closing bid price during the three trading days immediately preceding the delivery of a conversion notice, provided that the Conversion Price may not be reduced below the contractual floor price of $0.404. During the nine months ended June 30, 2026, Avondale converted 6.9 million of principal and accrued interest on the March 2025 Note into 15,057,649 shares of our common stock. As a result of this conversion, the Quarterly Debt Reduction Obligation was satisfied for the quarters ended December 31, 2025 and March 31, 2026. For additional information regarding the March 2025 Note, refer to Note 7 to the unaudited interim consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
On March 16, 2026, we made a cash repayment of $17,000,000 of outstanding principal and accrued interest under the March 2025 Note using proceeds from the issuance of the March 2026 Note, see below. In connection with the issuance of the March 2026 Note, we amended the March 2025 Note to extend its maturity date to December 31, 2026.
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We evaluated whether there are conditions or events considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern. We do not believe that the existing cash and cash equivalents, together with net proceeds of $51.1 million from the August 2026 Offering, as of June 30, 2026 are sufficient to fund the Company’s operations through one year from the date of this Quarterly Report on Form 10-Q. As a result, there is substantial doubt about the Company’s ability to continue as a going concern. Our unaudited interim consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Our future operations are highly dependent on a combination of factors, including: (i) the timely and successful completion of additional financing discussed above; (ii) our ability to successfully commercialize LYTENAVA, including executing marketing arrangements, or complete revenue-generating partnerships with other companies; (iii) the success of our research and development; (iv) the development of competitive therapies by other biotechnology and pharmaceutical companies; and, ultimately; (v) regulatory approval and market acceptance of our proposed future products. See “Overview—Macroeconomic and Geopolitical Factors” for additional information regarding the macroeconomic and geopolitical factors that could have a material adverse effect on our business and results of operations.
Funding Requirements
We plan to focus in the near term on preparing for and executing our commercial launch of LYTENAVA in the United States, as well as the continued commercialization in the EU and UK, and potential launches in other markets. We anticipate we will incur net losses and negative cash flow from operations for the foreseeable future. We may not be able to successfully commercialize LYTENAVA if, among other things, we are not able to secure sufficient funding of our expected post-launch commercial costs.
Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, to support the commercial launch of our lead product, manufacturing and facility costs, external research and development services, legal and other regulatory expenses, administrative and general corporate purposes, and working capital. Our future funding requirements will be heavily determined by the resources needed to support the launch and commercialization of our lead product and the development of any other product candidates we may choose to pursue.
We do not believe that the existing cash and cash equivalents as of June 30, 2026, together with net proceeds of $51.1 million from the August 2026 Offering, , are sufficient to fund our operations through one year from the date of this Quarterly Report on Form 10-Q. Our unaudited interim consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
We plan to finance our future operations with a combination of proceeds from potential licensing and/or marketing arrangements or collaborations with pharmaceutical or other companies, sale of the development and commercial rights to our drug product candidates in regions outside of the U.S., the issuance of additional debt, the issuance of equity securities, including accessing capital through at-the-market offering agreements, and revenues from potential future product sales, if any. If we raise additional capital through the sale of equity or convertible debt securities, your ownership will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a holder of our common stock. Further, due to current market volatility, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. There are no assurances that we will be successful in obtaining an adequate level of financing for the commercialization of LYTENAVA or the development of any other current or future product candidates. Alternatively, we will be required to, among other things, modify our clinical trial plans for LYTENAVA in additional indications, make reductions in our workforce, scale back our plans and place certain activities on hold, discontinue our development programs, liquidate all or a portion of our assets, and/or seek protection under the provisions of the U.S. Bankruptcy Code.
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Cash Flows
The following table summarizes our cash flows for each of the periods presented:
Nine months ended June 30, | ||||||
| 2026 | | 2025 | |||
Net cash used in operating activities | $ | (43,777,688) | $ | (39,452,240) | ||
Net cash used in investing activities | (2,100,000) | — | ||||
Net cash provided by financing activities | 49,036,671 | 33,425,516 | ||||
Net increase (decrease) in cash and cash equivalents | $ | 3,158,983 | $ | (6,026,724) | ||
Operating Activities
During the nine months ended June 30, 2026, we used $44.1 million of cash in operating activities resulting primarily from our net loss of $48.0 million. This use of cash was partially offset by non-cash items such as stock-based compensation, loss from change in fair value of promissory notes, gain from change in fair value of warrant liability, loss on equity method investment and amortization expense.
During the nine months ended June 30, 2025, we used $39.5 million of cash in operating activities resulting primarily from our net loss of $49.1 million. This use of cash was partially offset by $6.5 million of non-cash items such as stock-based compensation, loss from change in fair value of promissory notes, warrant inducement expenses, gain from change in fair value of warrant liability, loss on equity method investment and depreciation and amortization expense. The net cash inflow of $3.2 million from changes in our operating assets and liabilities was primarily due to a decrease in prepaid expenses of $6.2 million associated with LYTENAVA development costs relating to clinical trial and drug development costs, partially offset by an increase in inventory of $4.1 million relating to commercial inventory manufactured during the period and a decrease in accounts payable and accrued expenses of $3.0 million, primarily due to timing of payments and accounts receivable of $1.8million.
Investing Activities
Net cash used by investing activities represents the $2.1 million final payment on the Syntone JV agreement.
Financing Activities
The $49.3 million of cash provided from financing activities was secured through the combination of direct private placements, warrant conversions and multiple ATM transactions.
During the nine months ended June 30, 2025, net cash provided by financing activities totaled $33.4 million. The primary sources of these funds included $33.1 million in net proceeds from the issuance of the March 2025 Note, $16.8 million from the exercise of common stock warrants related to the Warrant Inducement Transaction with GMS and other holders of Existing Warrants, $12.1 million from the Public Offering, and $5.3 million from sales of common stock under the ATM Offering. The proceeds from the March 2025 Note were utilized to fully repay the December 2022 Note, with a payment of $32.9 million. In addition, the Company made cash debt repayments totaling $1.0 million on the March 2025 Note during the period.
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Description of Indebtedness
As of June 30, 2026, the Company’s outstanding indebtedness primarily consisted of an unsecured promissory note issued in March 2026, the March 2026 Note with a due date of June 16, 2027. The entire balance of the March 2026 note is classified in current liabilities.
March 2025 Note
On March 13, 2025, we issued the March 2025 Note for $33,100,000 to Avondale pursuant to the Purchase Agreement. Certain terms of the March 2025 Note were approved at our annual meeting of stockholders on March 11, 2025, and we used the proceeds from the March 2025 Note to pay off the December 2022 Note. On March 28, 2025, we filed a registration statement registering the resale of common stock issuable upon conversion of the March 2025 Note.
The March 2025 Note will initially bear interest at the prime rate as published in the Wall Street Journal, plus an additional 3%, subject to a floor of 9.5%. The March 2025 Note is scheduled to mature on July 1, 2026, and will be convertible into common stock. We are obligated to repay a minimum of $3,000,000 of the outstanding balance of the March 2025 Note each calendar quarter starting with the second calendar quarter of 2025, subject to adjustments for conversions by Avondale and the payment of an exit fee of 7.5%, or the Quarterly Debt Reduction Obligations. Any amount converted by Avondale during a given calendar quarter in excess of the Quarterly Debt Reduction Obligations will be credited toward meeting the Quarterly Debt Reduction Obligations for the next quarter or quarters.
Effective March 28, 2025, or the Conversion Commencement Date, Avondale has the right to convert all or any portion of the outstanding balance under the March 2025 Note into shares of common stock, calculated by dividing the amount of the March 2025 Note being converted by the Conversion Price (as defined below). Furthermore, we retain the right to convert any portion of the outstanding balance under the March 2025 Note into shares of common stock at the Conversion Price, provided certain conditions are met at the time of conversion, including, but not limited to, the condition that the daily volume-weighted average price of our common stock on Nasdaq equals or exceeds $3.00 per share (subject to adjustments for stock splits and combinations) for a period of 30 consecutive trading days, and that the median daily dollar trading volume during the preceding 30 trading day period meets or exceeds $1,000,000. We reserve the right to make payments (i) in cash, (ii) in shares of common stock, calculated as the applicable payment amount divided by the Conversion Price, or (iii) a combination of both cash and shares of common stock. Any cash payments made by us, including prepayments or payments made at maturity, will incur an additional fee of 7.5%.
The March 2025 Note stipulates that we shall not permit any conversion of the March 2025 Note if, following such conversion, Avondale and its affiliates would beneficially own shares of common stock exceeding 4.99% of the total number of outstanding shares as of that date, or the Beneficial Ownership Limitation. However, this limitation shall increase to 9.99% when our market capitalization falls below $25,000,000. Avondale may, by written notice to us, adjust the Beneficial Ownership Limitation for itself, though any such adjustment will not take effect until the 61st day after such notice is received.
In the event of specific occurrences outlined in the March 2025 Note, such as our failure to fulfill payment obligations, non-compliance with the Quarterly Debt Reduction Obligations, insolvency or bankruptcy events, breaches of covenants in the Purchase Agreement and the March 2025 Note, and unauthorized transactions without Avondale’s consent, collectively referred to as Trigger Events, Avondale reserves the right to increase the balance of the March 2025 Note by 10% in the case of a Major Trigger Event (as defined in the March 2025 Note) and by 5% for a Minor Trigger Event (as defined in the March 2025 Note). Should any Trigger Event persist without resolution for ten trading days following written notification from Avondale, this will constitute an event of default, such event, an Event of Default. Upon an Event of Default, Avondale may accelerate the March 2025 Note, resulting in all amounts becoming immediately due and payable, with interest accruing at a rate of 22% per annum until full payment is made.
Under the terms of the March 2025 Note, the “Conversion Price” is defined as $2.26 per share prior to a Major Trigger Event (subject to adjustments for stock splits and combinations). Following a Major Trigger Event, the Conversion Price will be the lesser of (i) $2.26 per share (subject to adjustments) or (ii) 90% of the lowest closing bid price over the three trading days preceding the conversion notice. Furthermore, if the Conversion Price falls below $0.404 per share (subject to adjustments), we will be required to fulfill a conversion notice from Avondale in cash.
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On December 31, 2025, we did not meet the required $3.0 million Quarterly Debt Reduction Obligation. The failure to make this required payment constituted a Major Trigger Event under the terms of the March 2025 Note. Subsequent to December 31, 2025, Avondale converted $6.9 million of principal and accrued interest on the March 2025 Note into 15,057,649 shares of our common stock. This Major Trigger Event has not resulted in an Event of Default. As a result of this conversion, the Quarterly Debt Reduction Obligation was satisfied for the quarters ended December 31, 2025 and March 31, 2026.
On March 16, 2026, we made a cash repayment of $17,000,000 of outstanding principal and accrued interest under the March 2025 Note using proceeds from the issuance of the March 2026 Note, see below. In connection with the issuance of the March 2026 Note, we amended the March 2025 Note to extend its maturity date to December 31, 2026.
Pursuant to the terms of the March 2025 Note, the occurrence of a Major Trigger Event resulted in (i) an automatic 10% increase to the outstanding balance, effective January 1, 2026, and (ii) an adjustment to the Conversion Price. Following the adjustment, the Conversion Price is equal to the lesser of the fixed conversion price of $2.26 or 90% of the lowest closing bid price during the three trading days immediately preceding the delivery of a conversion notice, provided that the Conversion Price may not be reduced below the contractual floor price of $0.404.
March 2026 Note
On March 16, 2026, the Company issued the March 2026 Note with an original principal balance of $18,360,000, which was issued at an original issue discount of $1,360,000, resulting in net proceeds of $17,000,000. The March 2026 Note bears interest at the prime rate, as published in The Wall Street Journal, plus 3%, subject to a minimum interest rate of 9.5%, and matures 15 months from issuance. Interest is calculated on the basis of a 360‑day year and compounds daily. Beginning on the six‑month anniversary of issuance, the holder has the right to redeem up to $3,000,000 of the outstanding balance per calendar quarter. All cash payments under the March 2026 Note, including prepayments, redemptions, or repayment at maturity, are subject to a 7.5% exit fee. The March 2026 Note is unsecured and contains customary representations and warranties, affirmative and negative covenants, and provisions governing Trigger Events, events of default, and remedies, subject to customary cure periods. Upon the occurrence of certain Trigger Events or an event of default, the holder may exercise customary remedies, including acceleration of amounts due, application of default interest, and enforcement of its rights under the note and applicable law.
The Company used the proceeds from the March 2026 Note to partially repay its convertible promissory note issued in March 2025. On March 16, 2026, the Company repaid $17,000,000 of outstanding principal and accrued interest under the March 2025 Note, after which the remaining principal and interest outstanding on the March 2025 Note was fully converted to the Company’s common stock . As of June 30, 2026 the entire balance of the March 2026 note is classified in current liabilities
Critical Accounting Policies and Significant Judgments and Estimates
The Critical Accounting Policies and Significant Judgments and Estimates included in our Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on December 19, 2025, have not materially changed.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “Smaller Reporting Company,” this Item and the related disclosure are not required.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal
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executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Because there are inherent limitations in all control systems, a control system, no matter how well conceived and operated, can provide only reasonable, as opposed to absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective, at the reasonable assurance level, as of the end of the period covered by this report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our fiscal quarter ended June 30, 2026.
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Part II. Other Information
Item 1. Legal Proceedings
On November 3, 2023, a securities class action lawsuit was filed against us and certain of our officers in the United States District Court for the District of New Jersey. The class action complaint alleges violations of the Exchange Act in connection with allegedly false and misleading statements made by us related to our BLA during the period from August 3, 2021 through August 29, 2023. The complaint alleges, among other things, that we violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 by failing to disclose that there was an alleged lack of evidence supporting LYTENAVA as a treatment for wet AMD and that we and/or our manufacturing partner had deficient CMC controls for LYTENAVA, which remained unresolved at the time our BLA was re-submitted to the FDA and, as a result, the FDA was unlikely to approve our BLA, and that our stock price dropped when such information was disclosed. The plaintiffs in the class action seek damages and interest, and an award of reasonable costs, including attorneys’ fees. On December 23, 2025, the court dismissed the plaintiffs’ second amended complaint in part with prejudice and in part with leave to amend. The plaintiffs filed a third amended complaint in February 2026 and a revised third amended complaint in April 2026.
On October 10, 2024, certain of the Company’s officers and directors were named as defendants in a shareholder derivative action filed in the District Court of the District of Delaware. The derivative complaint alleges that defendants breached their fiduciary duties by causing and/or allowing the Company to violate federal securities laws based on the same alleged misstatements as the securities class action. The derivative complaint also alleges defendants violated Section 14(a) of the Exchange Act, as well as claims for contribution, unjust enrichment, and waste of corporate assets. The derivative complaint seeks unspecified damages, corporate governance reforms, restitution, contribution, attorneys’ fees, and other costs. The derivative action is currently stayed, pending the final resolution of the securities class action pending in the United States District Court for the District of New Jersey.
The pending lawsuits and any other related lawsuits are subject to inherent uncertainties, and the actual defense and disposition costs will depend upon many unknown factors. The outcome of the pending lawsuits and any other related lawsuits is necessarily uncertain. We could be forced to expend significant resources in the defense of the pending lawsuits and any additional lawsuits, and we may not prevail. In addition, we may incur substantial legal fees and costs in connection with such lawsuits. We currently are not able to estimate the possible cost to us from these matters, as the pending lawsuits are currently at an early stage, and we cannot be certain how long it may take to resolve the pending lawsuits or the possible amount of any damages that we may be required to pay. Such amounts could be material to our financial statements if we do not prevail in the defense of the pending lawsuits and any other related lawsuits, or even if we do prevail. We have not established any reserve for any potential liability relating to the pending lawsuits and any other related lawsuits. It is possible that we could, in the future, incur judgments or enter into settlements of claims for monetary damages.
From time to time, we may also become involved in litigation relating to claims arising from the ordinary course of business. Our management believes that there are currently no additional claims or actions pending against us, the ultimate disposition of which would have a material adverse effect on our results of operations, financial condition or cash flows.
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Item 1A. Risk Factors
The following risk factors supplement and, to the extent inconsistent therewith, supersede the risk factors previously disclosed in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2026. You should carefully consider these risk factors together with all other information contained in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 19, 2025, before making any investment decision. If any of these risks occurs, our business, financial condition, results of operations and prospects could be materially adversely affected.
There is substantial doubt about our ability to continue as a going concern. We will need to raise substantial additional capital to fund the commercialization of LYTENAVA and support our operations until we are able to generate sufficient revenue from the sales of LYTENAVA. This additional funding may not be available on acceptable terms or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate our commercialization and product development efforts or other operations.
Developing and commercializing pharmaceutical products are expensive, risky and lengthy processes. LYTENAVA has been approved for marketing for the treatment of wet AMD in adults in the US, EU and UK, however we have not generated material revenue from sales of LYTENAVA. We expect to incur increased expenses in connection with our ongoing activities, particularly as described in the risk factor entitled “We have incurred significant losses and negative cash flows from operations since our inception and expect to continue to incur significant losses and negative cash flows from operations for the foreseeable future and may not achieve consistent future profitability for some time, if ever.”
As of June 30, 2026, our cash and cash equivalents balance was $11.2 million. We estimate that our cash and cash equivalents as of June 30, 2026, together with $51.1 million in net proceeds from our August 2026 Offering, will only be sufficient to fund our operations into the second quarter of calendar year 2027. Additionally, as of June 30, 2026, we had $20.3 million of principal, accrued interest and exit fees outstanding under the March 2026 Note. The March 2026 Note bears interest at the prime rate, as published in The Wall Street Journal, plus 3%, subject to a minimum rate of 9.5%, and matures on June 16, 2027. Beginning on September 16, 2026, Atlas has the right to redeem up to $3.0 million of the outstanding balance under the March 2026 Note per calendar quarter. All cash payments made by us under the March 2026 Note, including prepayments, redemptions, or repayment at maturity, are subject to a 7.5% exit fee.
Because our cash and cash equivalents, together with $51.1 million of net proceeds from our August 2026 Offering, will not be adequate to fund our currently planned operations through at least the 12 months from the date of this Quarterly Report, there is substantial doubt about our ability to continue as a going concern. We will require substantial additional capital to continue to operate as a going concern. Although we continue to pursue discussions with additional potential strategic partners for LYTENAVA outside of the US, there is no guarantee that we will be successful in reaching any such agreement, nor that such agreement, if successful, will cover the anticipated commercialization costs for LYTENAVA. Our operating plan may also change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings, third-party funding, marketing and distribution arrangements, as well as through other collaborations, strategic alliances and licensing arrangements, or a combination of these approaches. Even if we believe we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations.
Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our product candidates. In addition, we cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all. We may experience difficulties in accessing the capital markets due to external factors beyond our control, such as volatility in the equity markets for emerging biotechnology companies and general economic and market conditions both in the US and abroad. For example, our ability to raise additional capital may be adversely impacted by global economic conditions and disruptions to and volatility in the credit and financial markets in the US and worldwide, such as has been experienced recently due in part to, among other things, the impacts of inflation, ongoing overseas conflict, and disruptions in access to bank deposits and lending commitments due to bank failure. We cannot be certain that we will be able to obtain financing on terms acceptable to us, or at all. Our failure to obtain adequate and timely funding will adversely affect our business and
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our ability to launch and commercialize LYTENAVA and develop our technology and product candidates. Moreover, the terms of any financing may negatively impact the holdings or the rights of our stockholders, and the issuance of additional securities, whether equity or debt, by us or the possibility of such issuance may cause the market price of our securities to decline. The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. We may be required to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us, in order to obtain necessary funding, any of which may harm our business, operating results and prospects. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue the commercialization of LYTENAVA. We may also be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could harm our business, financial condition and results of operations. Additionally, if we are unable to obtain the substantial additional funding needed to operate our business, our business and prospects would be materially and adversely affected, and we may be required to cease operations entirely, liquidate all or a portion of our assets, and/or seek protection under the US Bankruptcy Code, and our stockholders may lose all or part of their investment.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended June 30, 2026, none of the Company’s directors or Section 16 officers
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Item 6. Exhibits
Exhibit Number | Description |
3.1 | |
3.2 | |
3.3 | |
3.4 | |
10.1+ | |
10.2 | |
10.3 | |
10.4 | |
10.5 | |
10.6 | |
10.7 | |
10.8 | |
10.9 | |
10.10 | |
10.11 |
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31.1 | |
31.2 | |
32.1* | |
32.2* | |
101.INS** | Inline XBRL Instance Document. |
101.SCH*** | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL*** | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF*** | Inline XBRL Definition Linkbase Document. |
101.LAB*** | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE*** | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104** | Cover Page Interactive Data File. |
* | Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. |
** | The XBRL Instance Document and Cover Page Interactive Data File do not appear in the Interactive Data File because their XBRL tags are embedded within the Inline XBRL document. |
*** | Submitted electronically with the report. |
+ | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
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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 thereunto duly authorized.
OUTLOOK THERAPEUTICS, INC. | ||
Date: August 18, 2026 | By: | /s/ Lawrence A. Kenyon |
Lawrence A. Kenyon | ||
Chief Financial Officer (Principal Financial and Accounting Officer) | ||
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