OTLK · Outlook Therapeutics, Inc.

Outlook Therapeutics has established a new at-the-market (ATM) equity offering facility with H.C. Wainwright & Co., LLC, allowing the company to sell up to $100 million in common stock over time. This replaces a prior $100 million ATM program with BTIG, LLC, terminated effective May 12, 2026, signaling a strategic shift in sales agent to potentially optimize execution amid ongoing capital needs. The Sales Agreement permits flexible sales methods, including on Nasdaq Capital Market or negotiated transactions, with H.C. Wainwright using commercially reasonable efforts based on company instructions, though no sales obligation exists. Compensation is a standard 3% commission, plus legal reimbursements, with mutual termination rights providing flexibility. Cooley LLP's opinion (Exhibit 5.1) confirms shares will be validly issued, fully paid, and nonassessable when sold per the agreement and prospectus. Concurrently, the company disclosed preliminary cash of $7.7 million as of March 31, 2026 (unaudited, subject to adjustment), excluding $4.5 million net proceeds from an April 2026 direct offering, highlighting tight liquidity that likely motivates the ATM renewal for non-dilutive funding access at market prices without immediate large placements.