8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2024

Outlook Therapeutics,Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code:

(609) 619-3990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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. ¨

Option Awards

On March 20, 2024, the Board of Directors of Outlook Therapeutics, Inc. (the “Company”) awarded options to purchase common stock pursuant to the Company’s 2015 Equity Incentive Plan to the following individuals: Mr. C. Russell Trenary III, the Company’s Chief Executive Officer, 910,000 options; Mr. Lawrence Kenyon, the Company’s Chief Financial Officer, 25,000 options; Mr. Jeff Evanson, the Company’s Chief Commercial Officer, 50,000 options and Mr. Terry Dagnon, Senior Advisor and former Chief Operations Officer of the Company, 5,000 options. Half of each individual’s award comprises time-based options, which vest as follows: 25% of the shares subject to the option vest on March 20, 2025, with the remaining shares vesting in equal monthly installments over the following three years thereafter, subject to the individual’s continued employment with the Company at each vesting date. The remaining half of each individual’s award comprises performance-based options, which will vest 25% upon the Company’s achievement of a specified milestone and the remainder in equal monthly installments over the three years following achievement of the milestone, subject to the individual’s continued employment with the Company at each applicable vesting date.

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 hereunto duly authorized.