Outlook Therapeutics (OTLK) Proxy filing summary

Executive summary

• Special Meeting scheduled for July 16, 2026, to vote on key proposals affecting capital structure and compliance with Nasdaq listing requirements.

• Proposals include authorizing new share issuances, increasing authorized shares, and a reverse stock split.

• Board recommends voting in favor of all proposals to support ongoing operations and strategic flexibility.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 16,129,033 shares via private placement warrants, 2,258,064 via placement agent warrants, and 2,142,854 via amended warrants, all tied to an April 2026 offering.

• Proposal 2: Amend certificate to increase authorized common stock from 260M to 600M shares.

• Proposal 3: Amend certificate to effect a reverse stock split at a ratio between 1-for-10 and 1-for-50, with a proportionate reduction in authorized shares.

• Board recommends voting “For” all proposals; failure to approve may require repeated special meetings and could impact funding.

Board of directors and corporate governance

• Board has discretion to determine reverse split ratio and timing.

• Board may abandon the reverse split even if approved.

• Proxy solicitation managed by Morrow Sodali LLC for a fee of $15,000 plus expenses.