UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 30, 2021 (July 27, 2021)

Outlook Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Registrant's telephone number, including area code: (609) 619-3990

4260 U.S. Route 1

                Monmouth Junction, New Jersey 08852                

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities pursuant to Section 12 (b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

x

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

On July 27, 2021, Outlook Therapeutics, Inc. (the “Company”) entered into an Employment Agreement (the “Agreement”) with Lawrence Kenyon, the Company’s Executive Vice President and Chief Financial Officer. The Agreement supersedes Mr. Kenyon’s prior Employment Agreement with the Company.

The Agreement provides for Mr. Kenyon’s employment as Executive Vice President and Chief Financial Officer of the Company for a term of twelve (12) months. Mr. Kenyon will receive a base salary of $425,000, as well as a cash bonus for 2021 equal to 50% of his base salary, which shall be payable if the Company meets or exceeds certain financial and other business milestone objectives as determined and approved by the Board of Directors and the Chief Executive Officer of the Company (the “Goal Achievement”). If (i) the Company terminates Mr. Kenyon’s employment without Cause (as defined in the Agreement), (ii) Mr. Kenyon terminates his employment for Good Reason (as defined in the Agreement), (iii) the term of the Agreement expires or (iv) Mr. Kenyon terminates his employment following the Goal Achievement, Mr. Kenyon will be entitled to receive an amount equal to 12 months of his base salary plus a bonus equal to 50% of his base salary, as well as the acceleration of 50% of Mr. Kenyon’s unvested equity awards subject to time-based vesting requirements. In such case, Mr. Kenyon’s remaining unvested equity awards will continue to vest in accordance with the applicable vesting schedule, but will not require continuous service for such vesting.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

(d) Exhibits.

SIGNATURES

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.