Outlook Therapeutics entered into a Note Purchase Agreement with Atlas Sciences, LLC, issuing an unsecured promissory note with $18.36 million principal for $17 million purchase price to partially repay its existing $33.1 million Avondale convertible note, leaving approximately $10.8 million outstanding. The Avondale note's maturity was extended to December 31, 2026, amid supplemental risk factors highlighting going concern doubts.
Key takeaways
Issued unsecured promissory note to Atlas Sciences, LLC with original principal $18,360,000 and $1,360,000 OID for $17,000,000 purchase price on March 16, 2026.
Proceeds used solely for $17,000,000 partial repayment of Avondale convertible note dated March 13, 2025 (original principal $33,100,000), leaving $10,806,991 remaining.
New note interest at prime rate plus 3% (floor 9.5%), matures 15 months after closing (June 2027), with Investor redemption right up to $3,000,000 per quarter starting six months post-closing.
All cash payments on new note subject to 7.5% exit fee.
Avondale note amended to extend maturity to December 31, 2026.
Company covenants include no asset encumbrances (with exceptions), no restricted issuances without consent, and maintenance of Nasdaq listing.