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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/10/19 Outlook Therapeutics, Inc. S-1MEF 4/10/19 3:71K Toppan Vintage/FA |
Document/Exhibit Description Pages Size 1: S-1MEF Registration of Additional Securities HTML 26K 2: EX-5.1 Opinion re: Legality HTML 14K 3: EX-23.1 Consent of Experts or Counsel HTML 5K
As filed with the Securities and Exchange Commission on April 10, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Outlook Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
____________________
Delaware | 2836 | 38-3982704 |
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
____________________
7 Clarke Drive
(609) 619-3990
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
____________________
President, Chief Executive Officer and Chief Financial Officer
Outlook Therapeutics, Inc.
7 Clarke Drive
(609) 619-3990
(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________
Copies to:
Yvan-Claude Pierre Pia Kaur |
Outlook Therapeutics, Inc. 7 Clarke Drive (609) 619-3990 |
Jack Hogoboom 1251 Avenue of the Americas (212) 262-6700
|
____________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-229761)
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filter o | Accelerated filer o | Non-accelerated filer o |
Smaller reporting company x Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee(3) | |
Common Stock, $0.01 par value per share(2) | $3,435,000 | $416.32 | |
Common Stock Purchase Warrants and shares of Common Stock, $0.01 par value per share, underlying Common Stock Purchase Warrants | $9,972,000 | $1,208.61 | |
Total | $13,407,000 | $1,624.93 | |
(1) | Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). | ||
(2) |
Pursuant to Rule 416, under the Securities Act the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. | ||
This Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
C:
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), Outlook Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-229761) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on February 21, 2019, and which the Commission declared effective on April 9, 2019.
The Registrant is filing this Registration Statement with respect to the registration of additional shares of common stock (the “Shares”) and additional warrants to purchase shares of common stock (the “Warrants”) and shares of common stock issuable upon exercise of the Warrants. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.
C:
C:
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cranbury, New Jersey, on April 10, 2019.
OUTLOOK THERAPEUTICS, INC. | |
By: /s/ Lawrence A. Kenyon | |
Lawrence A. Kenyon | |
President, Chief Executive Officer and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signatures |
Title |
Date | ||
* Ralph H. Thurman |
Executive Chairman | April 10, 2019 | ||
/s/ Lawrence A. Kenyon |
President and Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and Director |
April 10, 2019 | ||
* Yezan Haddadin |
Director | April 10, 2019 | ||
* Kurt J. Hilzinger |
Director | April 10, 2019 | ||
* Pankaj Mohan, Ph.D. |
Director | April 10, 2019 | ||
* Faisal G. Sukhtian |
Director | April 10, 2019 | ||
* Joe Thomas |
Director | April 10, 2019 | ||
* Joerg Windisch, Ph.D. |
Director | April 10, 2019 |
By: /s/ Lawrence A. Kenyon
Attorney-in-Fact
C:
This ‘S-1MEF’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 4/10/19 | EFFECT | ||
4/9/19 | EFFECT, S-1/A | |||
2/21/19 | S-1 | |||
List all Filings |