Outlook Therapeutics, Inc PRE 14A, filed May 22, 2026

Outlook Therapeutics, Inc.

Lawrence A Kenyon
Chief Financial Officer, Treasurer and
Secretary

Outlook Therapeutics, Inc. (OTLK)

PRE 14A 2026-05-22 For: 2026-07-16

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Added on October 19, 2026

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			By Order of the Board of Directors,

			/s/ Lawrence A. Kenyon
			Lawrence A. Kenyon
			Corporate Secretary


			Page
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING			1
Why did I receive a notice regarding the availability of proxy materials on the internet?			1
Will I receive any other proxy materials by mail?			1
PROPOSAL NO. 1 – AUTHORIZATION OF THE ISSUANCE OF SHARES OF OUR COMMON STOCK UNDERLYING (A) PRIVATE PLACEMENT WARRANTS AND PLACEMENT AGENT WARRANTS AND (B) AMENDED WARRANTS			7
Overview			7
The Offering			7
The Nasdaq Stockholder Approval Rule			8
PROPOSAL 1(A): – APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE PRIVATE PLACEMENT WARRANTS AND PLACEMENT AGENT WARRANTS			9
Potential Consequences if Proposal 1(a) is Not Approved			9
Potential Adverse Effects of the Approval of Proposal 1(a) on Current Stockholders			9
PROPOSAL 1(B): – APPROVAL OF THE ISSUANCE OF SHARES OF COMMON STOCK UPON EXERCISE OF THE AMENDED WARRANTS			10
Potential Consequences if Proposal 1(b) is Not Approved			10
Potential Adverse Effects of the Approval of Proposal 1(b) on Current Stockholders			10
No Dissenter’s Rights			10
Overview			11
Reasons for the Increase in Authorized Shares			12
Effects of the Increase in Authorized Shares			13
PROPOSAL NO. 3 – APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL			15
Overview			15
Nasdaq Listing Compliance			15
Reasons for the Reverse Stock Split			16
Effects of the Reverse Stock Split			17
No Fractional Shares			18
Certain Risks Associated with the Reverse Stock Split			18
Effective Date			19
Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split			19
Tax Consequences of the Reverse Stock Split			20
Cash in Lieu of Fractional Shares			20
No Dissenters’ Rights			21
HOUSEHOLDING OF PROXY MATERIALS			24
ADDITIONAL FILINGS			24
OTHER MATTERS			25


Status	Number of Shares of Common Stock Authorized⁽¹⁾	Number of Shares of Common Stock Outstanding	Number of Treasury Shares	Number of Shares of Common Stock Authorized but not Issued⁽²⁾
Pre-Reverse Stock Split	260,000,000	120,863,252	0	139,136,748
Post-Reverse Stock Split 1: 10	26,000,000	12,086,325	0	13,913,675
Post-Reverse Stock Split 1: 20	13,000,000	6,043,162	0	6,956,838
Post-Reverse Stock Split 1: 30	8,666,666	4,028,775	0	4,637,891
Post-Reverse Stock Split 1: 40	6,500,000	3,021,581	0	3,478,419
Post-Reverse Stock Split 1: 50	5,200,000	2,417,265	0	2,782,735


	Common Stock
Name of Beneficial Owner	Number of Shares Beneficially Owned	%
Five Percent Stockholders (other than directors and officers):
GMS Ventures and Investments⁽¹⁾	29,040,929	21.3%

Named Executive Officers and Directors:
Robert C. Jahr, Director, President, Chief Executive Officer⁽²⁾	200,000	*
Lawrence A. Kenyon, Director, Chief Financial Officer, Treasurer and Corporate Secretary⁽³⁾	260,381	*
C. Russell Trenary III, Former Director, President and Chief Executive Officer⁽⁴⁾	447,551	*
Jeff Evanson, Former Chief Commercial Officer⁽⁵⁾	105,166	*
Faisal G. Sukhtian, Chairman⁽⁶⁾	383,047	*
Ralph H. “Randy” Thurman, Lead Independent Director⁽⁷⁾	215,492	*
Gerd Auffarth, M.D, Director⁽⁸⁾	177,764	*
Julian Gangolli, Director⁽⁹⁾	177,959	*
Yezan Haddadin, Director⁽¹⁰⁾	351,733	*
Kurt J. Hilzinger, Director⁽¹¹⁾	333,154	*
Andong Huang, Director⁽¹²⁾	164,606	*
All executive officers and directors as a group (9 persons)	2,264,136	1.8%


			By Order of the Board

			/s/ Lawrence A. Kenyon
			Lawrence A. Kenyon
			Corporate Secretary