Outlook enters definitive agreement for $31.8M convertible promissory note

Outlook Therapeutics announced that it has entered into a Securities Purchase Agreement, SPA, with an accredited investor, and pursuant to the SPA, issued the lender an unsecured convertible promissory note with a face amount of $31,820,000. The closing of the financing is expected to occur on December 28, 2022, subject to satisfaction of closing conditions, including the receipt of at least $25.0 million of equity financing. The proceeds from the Note and a previously announced equity financing, which remains subject to satisfaction of customary closing conditions, are expected to provide funding through the anticipated U.S. Food and Drug Administration approval of ONS-5010 expected in the third calendar quarter of 2023. The Note will bear interest at the annual rate of 9.5%, matures on January 1, 2024 and is convertible into the Company’s common stock beginning on April 1, 2023 at an initial conversion price of $2.00 per share. The Company has the right to convert all or any portion of the outstanding balance under the Note into shares of common stock at a conversion price of $2.00 per share if certain conditions have been met at the time of conversion, including if at any time after the six-month anniversary of the closing date, the daily volume-weighted average price of the Company’s common stock on Nasdaq equals or exceeds $2.50 per share for a period of 30 consecutive trading days. Net proceeds of the Note are expected to be approximately $30 million after original issue discount and after deducting the Lender’s transaction costs covered by the Company in connection with the issuance.