GMS Ventures & Investments → Outlook Therapeutics, Inc. OTLK

Item 4 of the Schedule 13D is hereby amended to add the following after the last paragraph: On January 16, 2025, the Issuer entered into warrant exercise inducement offer letter agreements (each an "Inducement Letter" and together, the "Inducement Letters") with certain holders, including GMS Ventures (each a "Holder" and collectively, the "Holders"), of existing warrants to purchase Shares (the "Existing Warrants") pursuant to which the Holders agreed to exercise their Existing Warrants at a reduced exercise price of $2.51 per Share in exchange for the Issuer's agreement to issue two new warrants to purchase Shares for each Existing Warrant exercised (the "Inducement Warrants"). The transactions effected pursuant to the Inducement Letters closed on January 17, 2025. The Inducement Warrants are exercisable at an exercise price of $2.26 per Share and are only exercisable for cash, except in limited circumstances. Half of the Inducement Warrants (the "Tranche A Inducement Warrants") are exercisable immediately and have a term of five years from the date of issuance. The remaining Inducement Warrants (the "Tranche B Inducement Warrants") will be exercisable upon the effective date (the "Amendment Effective Date") of an amendment to the Issuer's Certificate of Incorporation increasing the number of authorized Shares issuable thereunder. The Tranche B Inducement Warrants will have a term of five years from the Amendment Effective Date. Pursuant to the terms of the Inducement Letter by and between the Issuer and GMS Ventures, GMS Ventures exercised 3,458,571 Existing Warrants at an exercise price per Share of $2.51 in return for receipt of 3,458,571 Tranche A Inducement Warrants and 3,458,571 Tranche B Inducement Warrants.