OUTLOOK THERAPEUTICS, INC. : Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Warrant Amendment

On January 27, 2020, Outlook Therapeutics, Inc. (the "Company") entered into an agreement (the "Warrant Amendment") to amend the exercise price of its outstanding Warrants to Purchase Common Stock dated as of October 31, 2017, May 14, 2018, and June 8, 2018 (each a "Warrant" and collectively, the "Warrants") to acquire an aggregate 4,657,852 shares of the Company's common stock, par value $0.01 per share the ("Common Stock"), all of which are held by BioLexis Pte. Ltd. (formerly known as GMS Tenshi Holdings Pte. Limited) ("BioLexis"), the Company's controlling stockholder. As previously disclosed, the Warrants were issued to BioLexis in private placements that were exempt from the registration requirements pursuant to Rule Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended ("the Securities Act").

Pursuant to the Warrant Amendment, the exercise price of the Warrants was reduced to $0.232 per share and BioLexis agreed to promptly exercise the Warrants for cash, and in any event, within five business days. On January 29, 2020, BioLexis exercised the Warrants in full for cash payment of approximately $1.1 million, and the Company issued BioLexis 4,657,852 shares of Common Stock in accordance with the amended terms. Prior to Amendment, the Warrants had exercise prices ranging from $7.20 to $7.80 per share (as adjusted to reflect the Company's March 2019 reverse stock split).

The foregoing description of the Warrant Amendment is a summary of the material terms of such agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Agreement to Amend Series A-1 Convertible Preferred

On January 27, 2020, the Company entered into an agreement with BioLexis (the "Series A-1 Amendment Agreement"), whereby the Company agreed to seek stockholder approval of the Certificate of Amendment of the Certificate of Designation of the Series A-1 Preferred Convertible Preferred Stock, par value $0.01 per share (the "Series A-1 Preferred"), and the issuance of Common Stock pursuant to such amended terms, and BioLexis agreed to promptly convert its shares of Series A-1 Preferred pursuant to such amended terms, and in any event, within five business days of stockholder approval thereof. As previously disclosed, BioLexis originally acquired the shares of Series A-1 Preferred in a transaction exempt from the registration requirements pursuant to Section 3(a)(9) and Section 4(a)(2) under the Securities Act.

As proposed in the Certificate of Amendment of the Certificate of Designation of the Series A-1 Preferred, the effective conversion rate will be increased from the current $18.89797 per share to $431.03447263 per share, which, if approved, would result in 29,358,621 shares issuable upon conversion of the 68,112 shares of Series A-1 Preferred outstanding (rather than 1,287,178) (or an effective conversion rate of $0.232 per share). The proposed terms also clarify that while the Series A-1 Preferred vote on an as-converted basis, they will use a modified conversion rate of $111.982082867 per share, resulting in approximately 112 votes per share (or an effective price per share of $0.893, the "Minimum Price" on January 27, 2020) in order to comply with applicable Nasdaq rules, an increase over the current approximately 19 votes per share.

The foregoing description of the Series A-1 Amendment Agreement is a summary of the material terms of such agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A-1 Amendment Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Transactions with MTTR LLC

On January 27, 2020, the Company and MTTR LLC ("MTTR") entered into a termination agreement and mutual release (the "Termination Agreement") to terminate the strategic partnership agreement for the Company's ONS-5010 product . . .

Item 1.02 Termination of a Material Definitive Agreement

The disclosure set forth in Item 1.01 is incorporated by reference into this Item 1.02.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth in Item 1.01 is incorporated by reference into this Item 3.02.

Item 3.03 Material Modification to Rights of Security Holders

The disclosure set forth in Item 1.01 is incorporated by reference into this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officer; Compensatory Arrangements of Certain
           Officers

The disclosure set forth in Item 1.01 is incorporated by reference into this Item 5.02.

 Item 8.01 Other Information

On January 28, 2020, the Company issued a press release regarding the Warrant Amendment, the Series A-1 Amendment Agreement, the Termination Agreement and the Consulting Agreements, which is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit
No.          Description
               Amendment to Warrants to Purchase Common Stock between the Company and
  10.1       BioLexis Pte. Ltd., dated as of January 27, 2020.
               Agreement to Amend Series A-1 Convertible Preferred between the
  10.2       Company and BioLexis Pte. Ltd., dated as of January 27, 2020.
               Termination Agreement and Mutual Release between the Company and MTTR
  10.3       LLC, dated as of January 27, 2020.
               Consulting Agreement between the Company and The Dagnon Group LLC
  10.4**     (Dagnon), dated as of January 27 2020.
               Consulting Agreement between the Company and Scott Three Consulting,
  10.5**     LLC (Evanson), dated as of January 27, 2020.
  10.6         Global Amendment, dated as of January 29, 2020.
  99.1         Press release dated January 28, 2020.

** Certain portions of this exhibit (indicated by "[***]") have been omitted

because they are both (i) not material and (ii) would be competitively harmful

if publicly disclosed.

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