Outlook Therapeutics, Inc. filed on Fri, Sep 13 8-K Form

Outlook Therapeutics, Inc. filed 8-K with SEC. Read ‘s full filing at 000114420419044576.

Item 5.02Departure of Directors Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2019, at the 2019 Annual Meeting of Stockholders (the ‘Annual Meeting’) of Outlook Therapeutics, Inc. (the ‘Company’), the Company’s stockholders approved an amendment to the Outlook Therapeutics, Inc. 2015 Equity Incentive Plan (the ‘2015 Plan’) to increase the number of shares of common stock authorized for issuance under the 2015 Plan by 1,500,000 shares, including a corresponding increase in the number of shares of common stock authorized for issuance under the 2015 Plan pursuant to the grant of incentive stock options by 3,000,000 shares. Such changes are referred to, collectively, as the ‘Plan Amendment’.

The Plan Amendment had been previously approved, subject to stockholder approval, by the Board of Directors of the Company (the ‘Board’). The Plan Amendment became effective immediately upon stockholder approval at the Annual Meeting.

The terms of the 2015 Plan, as amended, provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance stock awards that may be settled in cash, stock, or other property. The total number of shares of the Company’s common stock available for issuance under the 2015 Plan, as amended, (subject to adjustment for certain changes in the Company’s capitalization) is equal to 2,097,679. The number of shares of the Company’s common stock reserved for issuance under the 2015 Plan, as amended, automatically increases on January 1 of each year, beginning on January 1, 2017 and continuing through January 1, 2025 by 3% of the total number of shares of the Company’s capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares determined by the Board. The maximum number of shares that may be issued upon the exercise of incentive stock options under the 2015 Plan, as amended, is 6,375,000 shares. Eligible participants under the 2015 Plan, as amended, include the Company’s employees, consultants and directors, including the Company’s executive officers.

A more detailed summary of the material features of the 2015 Plan, as amended, and of the Plan Amendment, are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission (the ‘SEC’) on August 1, 2019 (the ‘Proxy Statement’). Those summaries and the foregoing description are qualified in their entirety by reference to the full text of the 2015 Plan, as amended by the Plan Amendment, which is filed as Exhibit 99.1 hereto and incorporated by reference herein.

On September 12, 2019, the Company held the Annual Meeting at the offices of Cooley LLP located at 55 Hudson Yards, New York, NY 10001-2163. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on August 1, 2019. There were 28,233,484 shares of common stock and 64,831 shares of Series A-1 preferred stock (representing 1,225,172 votes) outstanding and entitled to vote at the Annual Meeting.

The following is a brief description of each matter voted upon and the certified results (which, for Proposals 1, 2 and 3, include the vote of the Series A-1 preferred stock voting with the common on an as-converted basis), including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.

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.

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