Outlook Therapeutics Inc. (NASDAQ: OTLK) announced it entered into an agreement to sell 8,539,709 shares of common stock at $0.5855 per share in a registered direct offering to GMS Ventures and Investments, its largest stockholder. The transaction is expected to generate $5 million in gross proceeds before deducting offering expenses.

The closing is expected to occur on or about May 29, 2026, subject to customary closing conditions. The company plans to use the net proceeds along with existing cash for working capital and general corporate purposes.

The offering is conducted under a shelf registration statement on Form S-3 that became effective with the Securities and Exchange Commission on April 5, 2024. The securities are being offered through a base prospectus and prospectus supplement filed with the SEC.

As part of the transaction, Outlook Therapeutics agreed to amend outstanding warrants previously issued to GMS Ventures and Investments. The warrants, which allow the purchase of up to 15,488,570 shares with a weighted average exercise price of $1.78 per share, will have their exercise price reduced to $0.5855 per share upon closing of the offering.

Outlook Therapeutics is a biopharmaceutical company developing ONS-5010/LYTENAVA for retinal diseases. The company has received European Commission and MHRA Marketing Authorization for LYTENAVA and has commenced commercial launch in Germany, Austria, and the UK for wet age-related macular degeneration treatment. In the United States, ONS-5010/LYTENAVA remains investigational.