Outlook Therapeutics Inc

This proposal asks stockholders to grant approval under Nasdaq Listing Rule 5635(d) for the potential issuance of shares underlying recently issued Private Placement Warrants (16,129,033 shares), Placement Agent Warrants (up to 2,258,064 shares) issued in connection with an April 2026 registered direct offering and concurrent private placement, and previously amended warrants (2,142,854 shares) amended as an inducement to participation. Management is seeking approval because, under Nasdaq rules, issuance (or potential issuance) of securities that equal 20% or more of outstanding common stock at a price below the Minimum Price requires prior shareholder approval; absent approval the Warrants’ exercisability conditions cannot be satisfied. The Offering already closed and the company has obligations under the Purchase Agreement, Placement Agent Engagement Letter and Warrant Amendment; failure to obtain approval will not void those agreements but will prevent warrant holders from exercising and could force the company to call special meetings every 90 days while the Warrants remain outstanding. The Private Placement Warrants have a $0.31 exercise price and the Placement Agent Warrants a $0.3875 price; the Amended Warrants were reduced from $2.26 to $0.31 as part of the Offering. If approved and the other condition (an increase in authorized shares) is satisfied, full exercise could generate approximately $6.1 million in gross proceeds (including placement agent-related proceeds), which management intends to use for working capital and general corporate purposes. The board discloses dilution and market-price risks from potential exercise and resale of Warrant Shares and notes plans to file a registration statement to permit resales; it also will exclude the 16,129,033 Shares issued in the registered direct offering from the Nasdaq tabulation per Nasdaq rules. From a governance perspective, the proposal is transaction- and compliance-driven rather than a new financing authorization; the board recommends “For” to enable the company to access potential proceeds and avoid recurring special-meeting costs and operational uncertainty associated with non-exercisable Warrants. A sophisticated analyst should weigh the near-term capital benefit against dilution and price-pressure risk, the contingent nature of proceeds (exercisability conditions and filing requirements), and the company’s broader liquidity needs that motivated the Offering.

This proposal seeks stockholder approval to amend Article IV of the Restated Certificate to increase authorized common stock from 260,000,000 to 600,000,000 shares (total authorized capital to 610,000,000 including preferred). Management advances this change to ensure the company has sufficient authorized but unissued shares to accommodate the exercisability of recently issued warrants (Proposal No. 1), to allow opportunistic capital raises (including an ATM program), to provide equity incentives to employees and to support strategic transactions without the delay and expense of repeatedly seeking shareholder approval. The proxy provides company-specific context: as of May 29, 2026 there were ~160.15 million shares issued and outstanding and significant share reservations for outstanding warrants, equity awards and an ATM program such that current authorization would be insufficient for foreseeable needs. The board notes that without approval the company may need to call special meetings and could be constrained from accessing market windows, potentially impairing its ability to fund operations or execute strategic plans. The filing explains that approval could result in dilution of existing holders and could be used in ways that make hostile takeovers more difficult, though the board represents the increase is motivated by business and financial considerations rather than an anti-takeover purpose. The board recommends “For,” arguing the increase enhances flexibility to pursue financings and maintain operational continuity; analysts should balance the necessity of available shares for near-term survival and financing against the dilutionary impact and potential governance implications of a substantially larger authorized share pool.

This proposal asks stockholders to approve an amendment authorizing the Board to effect, at its discretion, a reverse stock split of the Company’s common stock at any whole-share ratio between 1-for-10 and 1-for-50, with a corresponding proportional reduction in authorized shares and cash paid in lieu of fractional shares. The Board proposes the reverse split primarily to cure a Nasdaq minimum bid-price deficiency (the company received notice that its bid closed below $1.00 and has a Compliance Date of August 17, 2026) and to avoid potential delisting and its attendant consequences for liquidity, financing ability and contractual defaults. Management emphasizes that the reverse split is intended to increase the per-share price to meet Nasdaq’s $1.00 threshold while retaining flexibility to choose the precise ratio it believes most likely to achieve and maintain compliance. The filing candidly notes risks: a reverse split may not result in a proportional or permanent price increase, could reduce the number of tradable shares and liquidity, may create odd lots and could shrink market capitalization; it also highlights conversion features of outstanding debt that could be affected by delisting-triggered defaults. The Board reserves discretion not to implement the reverse split even if approved and will seek further shareholder approval if it delays implementation beyond one year. The board recommends “For” as a remedial listing-compliance measure; a sophisticated analyst should weigh the likelihood of achieving Nasdaq compliance and the operational need to avoid delisting against the potential negative market perception and dilutional/market-structure effects of significantly fewer outstanding shares.