Outlook Therapeutics Inc. (NASDAQ: OTLK) announced it entered into a definitive agreement for a $5.0 million registered direct offering priced at-the-market under Nasdaq rules.

The biopharmaceutical company will sell 16,129,033 shares of common stock or pre-funded warrants at $0.31 per share. In a concurrent private placement, the company will issue unregistered warrants to purchase up to 16,129,033 additional shares at an exercise price of $0.31 per share.

The unregistered warrants will become exercisable after stockholder approval of the underlying share issuance and an amendment to increase authorized shares. The warrants will expire five years following their exercisability date and registration statement effectiveness.

H.C. Wainwright & Co. serves as the exclusive placement agent for the offering, which is expected to close on April 23, 2026, subject to customary conditions.

If the unregistered warrants are fully exercised for cash, they could generate approximately $5.0 million in additional proceeds. The company stated it intends to use net proceeds primarily for working capital and general corporate purposes.

As part of the transaction, Outlook Therapeutics agreed to amend certain outstanding warrants issued January 16, 2025, reducing their exercise price from $2.26 to $0.31 per share for up to 2,142,854 shares. The amended warrants will be exercisable for five years following stockholder approval.

The shares are being offered through a shelf registration statement filed with the Securities and Exchange Commission that became effective April 5, 2024. The company focuses on developing bevacizumab treatments for retinal diseases and has launched its LYTENAVA product in Germany, Austria, and the United Kingdom.