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Delaware
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2836
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38-3982704
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(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer Identification No.)
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Yvan-Claude Pierre
Marianne C. Sarrazin Pia Kaur Cooley LLP 1114 Avenue of the Americas New York, New York 10036 (212) 479-6000 |
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Lawrence A. Kenyon
Outlook Therapeutics, Inc. 7 Clarke Drive Cranbury, New Jersey 08512 (609) 619-3990 |
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Jack Hogoboom
Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 (212) 262-6700 |
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| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
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Per Share
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Total
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Price to the public
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| | | $ | | | | | $ | | | ||
Underwriting discount(1)
|
| | | $ | | | | | | $ | | | |
Proceeds to us (before expenses)
|
| | | $ | | | | | | $ | | | |
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Page
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As of December 31, 2018
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Actual
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Pro Forma
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Pro Forma
As Adjusted(1) |
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Cash
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| | | $ | 227,716 | | | | | $ | 6,722,170 | | | | | $ | 44,352,876(2) | | |
Debt obligations, current and long term
|
| | | | 13,814,108 | | | | | | 11,928,533 | | | | | | 4,755,988(3) | | |
Convertible preferred stock: | | | | | |||||||||||||||
Series A-1 convertible preferred stock, par value
$0.01 per share; 200,000 shares authorized, 61,708 shares issued and outstanding actual, pro forma and pro forma as adjusted |
| | | | 4,884,924 | | | | | | 4,884,924 | | | | | | 4,884,924 | | |
Stockholders’ equity (deficit): | | | | | |||||||||||||||
Common stock, par value $0.01 per share; 200,000,000 shares authorized and 10,636,473 shares issued and outstanding, actual; 11,759,022 shares issued and outstanding, pro forma; and 18,821,168 shares issued and outstanding, pro forma as adjusted
|
| | | | 106,365 | | | | | | 117,590 | | | | | | 188,212 | | |
Additional paid-in capital
|
| | | | 203,237,836 | | | | | | 211,628,579 | | | | | | 257,747,957 | | |
Accumulated deficit
|
| | | | (229,698,465) | | | | | | (229,698,465) | | | | | | (230,986,091)(4) | | |
Total stockholders’ equity (deficit)
|
| | | | (26,354,264) | | | | | | (17,952,296) | | | | | | 26,950,078 | | |
Total capitalization
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| | | $ | (7,655,232) | | | | | $ | (1,138,839) | | | | | $ | 36,590,990 | | |
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Assumed public offering price per share
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| | | | | | | | | $ | 7.08 | | |
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Pro forma net tangible book deficit per share
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| | | $ | (1.53) | | | | | | | | |
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Increase in pro forma net tangible book value per share attributable to new investors
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| | | | 2.96 | | | | | | | | |
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Pro forma as adjusted net tangible book value per share after this offering
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| | | | | | | | | | 1.43 | | |
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Dilution per share to new investors
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| | | | | | | | | $ | 5.65 | | |
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Underwriter
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Number
of Shares |
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Oppenheimer & Co. Inc.
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Aegis Capital Corporation
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Total
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Per Share
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Total Without
Exercise of Over-Allotment Option |
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Total With Full
Exercise of Over-Allotment Option |
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Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discount
|
| | | $ | | | | | | $ | | | | | | $ | | | |
Proceeds to us (before expenses)
|
| | | $ | | | | | | $ | | | | | | $ | | | |
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Amount
|
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SEC registration fee
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| | | $ | 6,969 | | |
FINRA filing fee
|
| | | | 8,625 | | |
Accountant’s fees and expenses
|
| | | | 100,000 | | |
Legal fees and expenses
|
| | | | 400,000 | | |
Transfer agent’s fees and expenses
|
| | | | 5,000 | | |
Printing and engraving expenses
|
| | | | 30,000 | | |
Miscellaneous
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| | | | 9,406 | | |
Total expenses
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| | | $ | 560,000 | | |
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Signatures
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Title
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Date
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*
Ralph H. Thurman
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| | Executive Chairman | | |
March 19, 2019
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/s/ Lawrence A. Kenyon
Lawrence A. Kenyon
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| | President and Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive, Financial and Accounting Officer) |
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March 19, 2019
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*
Yezan Haddadin
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| | Director | | |
March 19, 2019
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*
Kurt J. Hilzinger
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| | Director | | |
March 19, 2019
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*
Pankaj Mohan, Ph.D.
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| | Director | | |
March 19, 2019
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*
Faisal G. Sukhtian
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| | Director | | |
March 19, 2019
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*
Joe Thomas
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| | Director | | |
March 19, 2019
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*
Joerg Windisch, Ph.D.
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| | Director | | |
March 19, 2019
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* By: /s/ Lawrence A. Kenyon
Lawrence A. Kenyon
Attorney-in-Fact |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Outlook Therapeutics, Inc.:
We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.
Our report dated December 18, 2018 contains an explanatory paragraph that states that Outlook Therapeutics, Inc. has incurred recurring losses and negative cash flows from operations and has an accumulated deficit at September 30, 2018 of $216.3 million, $13.5 million of senior secured notes that may become due in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0 million of which is due on demand, and $3.6 million of which matures December 22, 2018, that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ KPMG LLP
Philadelphia, Pennsylvania
March 19, 2019