Outlook Therapeutics Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 16, 2026, at a special meeting of stockholders (the “Special Meeting”) of Outlook Therapeutics, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 260,000,000 to 600,000,000 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 Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on July 16, 2026, 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 Special Meeting, the Company’s stockholders voted on three proposals, which are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the Special Meeting, which was filed with the Securities and Exchange Commission on June 1, 2026. Of the 120,863,252 shares of the Company’s common stock outstanding as of the record date, 62,303,960 shares, or approximately 51.5%, were present or represented by proxy at the Special Meeting.
The following is a brief description of the matters voted upon and the certified results, including the number of votes cast for and against each matter, as well as the number of abstentions and broker non-votes with respect to each matter, where applicable.
Proposal 1(a). Stockholders approved the potential issuance of shares of the Company’s common stock underlying common warrants (the “Private Placement Warrants”) to purchase up to 16,129,033 shares of the Company’s common stock issued in April 2026 and (ii) placement agent warrants (the “Placement Agent Warrants”) to purchase up to an aggregate of 2,258,064 shares of the Company’s common stock, consisting of Placement Agent Warrants to purchase up to 1,129,032 shares of the Company’s common stock issued in April 2026 and Placement Agent Warrants to purchase up to 1,129,032 shares of the Company’s common stock that are issuable upon exercise of the Private Placement Warrants, in each case in connection with a registered direct offering of shares of the Company’s common stock and a concurrent private placement of accompanying warrants (the “Offering”). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||
| 10,132,124 | 6,556,719 | 527,301 | 28,958,783 | |||||||||||
Proposal 1(b). Stockholders approved the potential issuance of shares of the Company’s common stock underlying previously issued common warrants to purchase up to 2,142,854 shares of the Company’s common stock held by an investor in the Offering that were amended concurrently with the Offering. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||
| 10,011,424 | 6,691,578 | 513,142 | 28,958,783 | |||||||||||
Proposal 2. Stockholders approved the amendment of the Company’s Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 260,000,000 to 600,000,000 shares. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non- Votes | |||||||||||
| 24,425,476 | 8,690,115 | 229,586 | 28,958,783 | |||||||||||
Proposal 3. Stockholders approved the amendment of the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, and a corresponding and proportionate reduction in the number of authorized shares of the Company’s common stock, at a ratio of 1-for-10 to 1-for-50, to be determined in the sole discretion of the Company’s board of directors. The voting results were as follows:
| Votes For | Votes Against | Abstentions | ||||||||
| 44,271,885 | 17,765,393 | 266,682 | ||||||||
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | ||
| 3.1 | Certificate of Amendment of the Restated Certificate of Incorporation of Outlook Therapeutics, Inc. | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 16, 2026 | By: | /s/ Lawrence A. Kenyon |
| Lawrence A. Kenyon | ||
| Chief Financial Officer | ||