UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2024
Outlook Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37759 | 38-3982704 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
485 Route 1 South Building F, Suite 320 Iselin, New Jersey | 08830 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (609) 619-3990
(Former name or former address, if changed since last report)
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:
| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which
Registered |
| Common Stock | | OTLK | | The Nasdaq Stock Market LLC |
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. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the 2024 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Outlook Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 425,000,000 to 1,200,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on March 7, 2024 and was effective as of such date. The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the Annual Meeting held on March 7, 2024, the Company’s stockholders voted on eight proposals, each of which is described in more detail in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 8, 2024 (the “Proxy Statement”). Of the 260,257,517 shares of the Company’s common stock outstanding as of the record date, 194,030,258 shares, or approximately 74.6%, were present or represented by proxy at the Annual Meeting.
The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal 1. Stockholders elected each of the following nominees to serve as Class II directors on the Company’s Board of Directors (the “Board”) until the Company’s 2027 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. The voting results for such nominees were as follows:
| Director Name | | Votes For | | | Votes Withheld | | | Broker Non-
Votes | |
| Gerd Auffarth, M.D. | | | 122,406,604 | | | | 7,573,738 | | | | 64,049,916 | |
| Julia A. Haller, M.D. | | | 126,307,671 | | | | 4,173,076 | | | | 63,549,511 | |
| Andong Huang | | | 128,730,972 | | | | 1,749,775 | | | | 63,549,511 | |
| Lawrence A. Kenyon | | | 125,464,513 | | | | 4,524,055 | | | | 64,041,690 | |
Proposal 2. Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding common stock in a private placement of shares of common stock and accompanying warrants at less than the “minimum price” under Nasdaq Listing Rule 5635. The voting results were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
| | 123,467,622 | | | | 6,224,132 | | | | 788,993 | | | | 63,549,511 | |
Proposal 3. Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding common stock upon the conversion of an outstanding convertible note at less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note. The voting results were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
| | 123,394,516 | | | | 6,301,788 | | | | 784,443 | | | | 63,549,511 | |
Proposal 4. Stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 425,000,000 to 1,200,000,000 shares. The voting results were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
| | 123,007,844 | | | | 6,742,110 | | | | 730,793 | | | | 63,549,511 | |
Proposal 5. Stockholders did not approve the amendment of the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation. The voting results were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
| | 125,438,289 | | | | 3,598,772 | | | | 1,443,686 | | | | 63,549,511 | |
Proposal 6. Stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of common stock, and a reduction in the number of authorized shares of common stock, at a ratio of 1-for-10 to 1-for-30. The voting results were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
| | 174,074,763 | | | | 15,567,247 | | | | 4,388,248 | | | | N/A | |
Proposal 7. Stockholders ratified the selection by the Audit Committee of the Board of KPMG LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2024. The voting results were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
| | 188,948,425 | | | | 3,717,708 | | | | 1,364,124 | | | | N/A | |
Proposal 8. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-
Votes | |
| | 126,964,912 | | | | 3,193,076 | | | | 322,759 | | | | 63,549,511 | |
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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.
| | Outlook Therapeutics, Inc. |
| | |
| Date: March 7, 2024 | By: | /s/ Lawrence A. Kenyon |
| | | Lawrence A. Kenyon |
| | | Chief Financial Officer |
