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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Outlook Therapeutics Inc | NASDAQ:OTLK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.11 | 1.30% | 8.60 | 8.24 | 8.60 | 8.88 | 8.50 | 8.57 | 101,290 | 01:00:00 |
|
Delaware
|
| |
2836
|
| |
38-3982704
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer Identification No.)
|
|
|
Yvan-Claude Pierre
Marianne C. Sarrazin Pia Kaur Cooley LLP 1114 Avenue of the Americas New York, New York 10036 (212) 479-6000 |
| |
Lawrence A. Kenyon
Outlook Therapeutics, Inc. 7 Clarke Drive Cranbury, New Jersey 08512 (609) 619-3990 |
| |
Jack Hogoboom
Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 (212) 262-6700 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | | | Non-accelerated filer ☐ | | | Smaller reporting company ☒ | |
| | | | | | | | | | Emerging growth company ☒ | |
| | |
Per Share
|
| |
Total
|
| ||||||
Price to the public
|
| | | $ | | | | | $ | | | ||
Underwriting discount
(1)
|
| | | $ | | | | | | $ | | | |
Proceeds to us (before expenses)
|
| | | $ | | | | | | $ | | | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 3 | | | |
| | | | 5 | | | |
| | | | 7 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 11 | | | |
| | | | 13 | | |
| | |
As of December 31, 2018
|
| |||||||||||||||
| | |
Actual
|
| |
Pro Forma
|
| |
Pro Forma
As Adjusted (1) |
| |||||||||
Cash
|
| | | $ | 227,716 | | | | | $ | 6,722,170 | | | | | $ | 44,369,098 (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 85,091,786 shares issued and outstanding, actual; 94,072,185 shares issued and outstanding, pro forma; and 141,691,232 shares issued and outstanding, pro forma as adjusted
|
| | | | 850,918 | | | | | | 940,722 | | | | | | 1,416,912 | | |
Additional paid-in capital
|
| | | | 202,493,283 | | | | | | 210,805,447 | | | | | | 256,519,257 | | |
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
|
| | | $ | (7,655,232 ) | | | | | $ | (1,138,839 ) | | | | | $ | 36,590,990 | | |
|
|
Assumed public offering price per share
|
| | | | | | | | | $ | 1.05 | | |
|
Pro forma net tangible book deficit per share
|
| | | $ | (0.19 ) | | | | | | | | |
|
Increase in pro forma net tangible book value per share attributable to new investors
|
| | | | 0.38 | | | | | | | | |
|
Pro forma as adjusted net tangible book value per share after this offering
|
| | | | | | | | | | 0.19 | | |
|
Dilution per share to new investors
|
| | | | | | | | | $ | 0.86 | | |
|
Underwriter
|
| |
Number
of Shares |
|||
Oppenheimer & Co. Inc.
|
| | ||||
Aegis Capital Corporation
|
| | ||||
Total
|
| | | | ||
|
| | |
Per Share
|
| |
Total Without
Exercise of Over-Allotment Option |
| |
Total With Full
Exercise of Over-Allotment Option |
| |||||||||
Public offering price
|
| | | $ | | | | | $ | | | | | $ | | | |||
Underwriting discount
|
| | | $ | | | | | | $ | | | | | | $ | | | |
Proceeds to us (before expenses)
|
| | | $ | | | | | | $ | | | | | | $ | | | |
| | |
Amount
|
| |||
SEC registration fee
|
| | | $ | 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
|
| | | | 9,406 | | |
Total expenses
|
| | | $ | 560,000 | | |
|
Exhibit No.
|
| |
Description
|
| |||
| | 1.1+ | | | | Form of Underwriting Agreement | |
| | 3.1 | | | | Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on May 19, 2016). | |
| | 3.2 | | | | Certificate of Designation of Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on July 19, 2018). | |
| | 3.3 | | | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K filed with the SEC on December 6, 2018). | |
| | 3.4+ | | | | Certificate of Amendment to the Amended and Restated Certificate of Incorporation. | |
| | 3.5 | | | | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s current report on Form 8-K filed with the SEC on May 19, 2016). | |
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