--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-24-031908" form_type: "8-K" ticker: "OTLK" cik: "0001649989" company_name: "Outlook Therapeutics, Inc." filed_at: "2024-03-07T23:59:59+00:00" generated_at: "2026-06-05T01:36:04.653912+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Outlook Therapeutics shareholders approve 3x increase in authorized shares and reverse split ## Summary - Authorized common shares raised from 425M to 1.2B (182% increase) to support financing. - Approved reverse stock split at ratio 1:10 to 1:30; board to set exact ratio later. - Proposals allowing issuance >19.99% of outstanding in private placement and note conversion passed. - Amendment for officer exculpation under Delaware law did not pass. - Re-elected directors: Gerd Auffarth, Julia Haller, Andong Huang, Lawrence Kenyon. ## SEC filing metadata - accession: 0001104659-24-031908 - form_type: 8-K - ticker: OTLK - cik: 0001649989 - company_name: Outlook Therapeutics, Inc. - filed_at: 2024-03-07T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/tm248235d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-24-031908 - JSON: https://secwatch.observer/filing/0001104659-24-031908.json - Plain text: https://secwatch.observer/filing/0001104659-24-031908.txt ## Key facts - Governance Changes Outlook Therapeutics, Inc.: Increased authorized common stock from 425,000,000 to 1,200,000,000 shares (effective 2024-03-07). - Change: charter amendment - Effective: 2024-03-07 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders rejected Amendment to reflect new Delaware law provisions regarding officer exculpation at the 2024-03-07 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2024-03-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders approved Ratification of KPMG LLP as independent registered public accounting firm at the 2024-03-07 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2024-03-07 source text: Stockholders ratified the selection by the Audit Committee of the Board of KPMG LLP as the Company’s independent registered public accounting firm evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders approved Approval of potential issuance in excess of 19.99% of outstanding common stock upon conversion of convertible note at the 2024-03-07 meeting. - Outcome: passed - Meeting: 2024-03-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders approved Amendment to increase authorized shares from 425,000,000 to 1,200,000,000 at the 2024-03-07 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders approved Approval of potential issuance in excess of 19.99% of outstanding common stock in private placement at the 2024-03-07 meeting. - Outcome: passed - Meeting: 2024-03-07 source text: Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding common stock in a private placement evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders approved Amendment to effect reverse stock split at ratio of 1-for-10 to 1-for-30 and reduction in authorized shares at the 2024-03-07 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-03-07 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders approved Non-binding advisory vote on executive compensation at the 2024-03-07 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2024-03-07 source text: Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm - Shareholder Votes Outlook Therapeutics, Inc. shareholders approved Election of Class II directors at the 2024-03-07 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-03-07 source text: Stockholders elected each of the following nominees to serve as Class II directors on the Company’s Board of Directors evidence_url: https://www.sec.gov/Archives/edgar/data/1649989/000110465924031908/0001104659-24-031908-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.