Outlook Therapeutics (OTLK) Proxy filing summary

Executive summary

• Special meeting scheduled for July 16, 2026, to address key corporate actions and capital structure changes.

• Shareholders are asked to approve new share issuances, amendments to the certificate of incorporation, and a reverse stock split.

Voting matters and shareholder proposals

• Approval sought for issuance of shares underlying up to 16,129,033 Private Placement Warrants and 2,258,064 Placement Agent Warrants from April 2026 transactions.

• Approval requested for issuance of shares underlying previously issued warrants to purchase up to 2,142,854 shares.

• Proposal to amend the certificate of incorporation to increase authorized common stock from 260,000,000 to 600,000,000 shares.

• Proposal to effect a reverse stock split at a ratio between 1-for-10 and 1-for-50, with a proportionate reduction in authorized shares, at the Board's discretion.

• Board recommends voting in favor of all proposals.

Shareholder rights and capital structure

• Proposed increase in authorized shares aims to provide flexibility for future financings and corporate purposes.

• Reverse stock split intended to support compliance with listing requirements and manage share price.

• Shareholders retain the right to vote in person or online by July 15, 2026.