UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 8, 2021, Outlook Therapeutics, Inc. (the “Company”) entered into amendments to its consulting agreements with each of Jeff Evanson, the Company’s Chief Commercial Officer, and Terry Dagnon, the Company’s Chief Operating Officer (collectively, the “Consulting Agreement Amendments”). The Consulting Agreement Amendments increase each of Mr. Evanson’s and Mr. Dagnon’s hours from 20 hours per week to 30 hours per week, with a proportionate increase in the monthly fee from $25,000 to $37,500, effective as of November 1, 2021.
The foregoing descriptions of the Consulting Agreement Amendments are summaries of the material terms of such agreements, do not purport to be complete and are qualified in their entirety by reference to the full text of the Consulting Agreement Amendments, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No.1 to Consulting Agreement between the Company and Scott Three Consulting, LLC (Evanson) dated as of November 8, 2021. | |
| 10.2 | Amendment No. 1 to Consulting Agreement between the Company and The Dagnon Group LLC (Dagnon) dated as of November 8, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Outlook Therapeutics, Inc. | ||
| Date: November 12, 2021 | By: | /s/ Lawrence A. Kenyon |
| Lawrence A. Kenyon | ||
| Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO.1 TO
CONSULTING AGREEMENT
This Amendment No. 1 to Consulting Agreement (“Amendment”) is entered into by and between Outlook Therapeutics, Inc. (“Company”) and Scott Three Consulting, LLC (such entity, including its control persons, affiliates, directors and officers, “Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) as of November 1, 2021 (“Effective Date”).
Company and Consultant entered into that certain Consulting Agreement as of January 27, 2020 (the “Consulting Agreement”), and Company and Consultant desire to amend Exhibit A of the Consulting Agreement pursuant to the terms of this Amendment. In consideration of Consultant’s continued engagement with the Company and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Definitions
Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Consulting Agreement.
2. Amendments
The Parties hereby agree that the Consulting Agreement shall be amended as follows:
In Section 2 of Exhibit A of the Consulting Agreement, reference to “20 hours” shall be struck and replaced with “30 hours” so that the relevant portion of Section 2 of Exhibit A of the Consulting Agreement shall read as follows:
“The Company and Consultant agree that the Services: (A) will require up to 30 hours of work by Consultant per week for the Company, provided that Consultant may provide more than 30 hours of work upon mutual agreement of the Parties . . . .”
The Services Fee in Section 3.A of Exhibit A of the Consulting Agreement shall be increased from a monthly fee of $25,000 to a monthly fee of $37,500 for performing the Services during the term of the Consulting Agreement.
3. Continuation
Except as set forth herein, all of the terms and conditions set forth in the Consulting Agreement, including its exhibits, are unchanged and shall remain in full force and effect and are hereby ratified and confirmed by the Parties hereto. If any provision of this Amendment is inconsistent with the Consulting Agreement, the Parties intend that the terms of this Amendment shall control solely to the extent required to make the Consulting Agreement consistent with this Amendment.
4. Construction of Terms
This Amendment constitutes the entire understanding between the Parties with respect to the subject matter hereof, and supersedes any other agreements or promises made to Consultant by anyone with respect to this subject matter, whether oral or written. No modification to this Amendment shall be valid unless in writing and signed by the Parties hereto.
5. Governing Law
This Agreement shall be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of any jurisdiction.
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6. Counterparts
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, with the same force and effectiveness as though executed in a single document.
7. Effective Date
The terms and conditions set forth in this Amendment shall be effective as of the Effective Date.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of November 8, 2021.
| SCOTT THREE CONSULTING, LLC | Outlook Therapeutics, Inc. | |||
| By: | /s/ Jeff Evanson | By: | /s/ C. Russell Trenary III | |
| Name: | Jeff Evanson | Name: | C. Russell Trenary III | |
| Title: | President | Title: | President & CEO | |
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Exhibit 10.2
AMENDMENT NO.1 TO
CONSULTING AGREEMENT
This Amendment No. 1 to Consulting Agreement (“Amendment”) is entered into by and between Outlook Therapeutics, Inc. (“Company”) and The Dagnon Group LLC (such entity, including its control persons, affiliates, directors and officers, “Consultant”) (each herein referred to individually as a “Party,” or collectively as the “Parties”) as of November 1, 2021 (“Effective Date”).
Company and Consultant entered into that certain Consulting Agreement as of January 27, 2020 (the “Consulting Agreement”), and Company and Consultant desire to amend Exhibit A of the Consulting Agreement pursuant to the terms of this Amendment. In consideration of Consultant’s continued engagement with the Company and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:
1. Definitions
Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Consulting Agreement.
2. Amendments
The Parties hereby agree that the Consulting Agreement shall be amended as follows:
In Section 2 of Exhibit A of the Consulting Agreement, reference to “20 hours” shall be struck and replaced with “30 hours” so that the relevant portion of Section 2 of Exhibit A of the Consulting Agreement shall read as follows:
“The Company and Consultant agree that the Services: (A) will require up to 30 hours of work by Consultant per week for the Company, provided that Consultant may provide more than 30 hours of work upon mutual agreement of the Parties . . . .”
The Services Fee in Section 3.A of Exhibit A of the Consulting Agreement shall be increased from a monthly fee of $25,000 to a monthly fee of $37,500 for performing the Services during the term of the Consulting Agreement.
3. Continuation
Except as set forth herein, all of the terms and conditions set forth in the Consulting Agreement, including its exhibits, are unchanged and shall remain in full force and effect and are hereby ratified and confirmed by the Parties hereto. If any provision of this Amendment is inconsistent with the Consulting Agreement, the Parties intend that the terms of this Amendment shall control solely to the extent required to make the Consulting Agreement consistent with this Amendment.
4. Construction of Terms
This Amendment constitutes the entire understanding between the Parties with respect to the subject matter hereof, and supersedes any other agreements or promises made to Consultant by anyone with respect to this subject matter, whether oral or written. No modification to this Amendment shall be valid unless in writing and signed by the Parties hereto.
5. Governing Law
This Agreement shall be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of any jurisdiction.
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6. Counterparts
This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, with the same force and effectiveness as though executed in a single document.
7. Effective Date
The terms and conditions set forth in this Amendment shall be effective as of the Effective Date.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of November 8, 2021.
| THE DAGNON GROUP, LLC | Outlook Therapeutics, Inc. | |||
| By: | /s/ Terry J. Dagnon | By: | /s/ C. Russell Trenary III | |
| Name: | Terry J. Dagnon | Name: | /s/ C. Russell Trenary III | |
| Title: | President | Title: | President and Chief Executive Officer | |
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