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): ~~February~~March 185, 2026

Outlook Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37759	38-3982704
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

111 S. Wood Avenue, Unit #100 Iselin, New Jersey	08830
111 S. Wood Avenue Unit #100 Iselin, New Jersey	08830
(Address of principal executive offices)	(Zip Code)

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

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock		OTLK		The Nasdaq Stock Market LLC

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 ¨

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. ¨

Item 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~February~~March 185, 2026, Outlook Therapeutics, Inc~~., a~~ ~~Delaware corporation~~ (the “Company”), ~~received~~issued a ~~letter~~press ~~from~~release ~~the~~announcing ~~Listing~~that ~~Qualifications~~it ~~Staff~~has (conducted the ~~“Nasdaq~~requested ~~Staff”) of~~Type ~~The~~A ~~Nasdaq~~Meeting ~~Stock~~with ~~Market~~the ~~LLC~~U.S. ~~(“Nasdaq”)~~Food ~~notifying~~and ~~the~~Drug Administration ~~Company~~(FDA) ~~that~~to ~~for~~discuss the ~~last~~complete 30response ~~consecutive~~letter ~~business~~(CRL) ~~days,~~dated ~~the~~December ~~bid~~30, ~~price of~~2025 regarding the ~~Company’s~~biologics ~~common~~license ~~stock~~application (BLA) ~~had~~resubmission ~~closed~~for ~~below $1.00 per share~~ONS-5010, ~~the~~an ~~minimum~~investigational ~~closing~~ophthalmic ~~bid~~formulation ~~price~~of ~~required~~bevacizumab byunder ~~the~~development ~~continued~~to ~~listing requirements~~treat ofwet ~~Nasdaq Listing Rule 5550(a)(2)~~AMD.

The ~~notification~~press ~~received~~release ~~has~~is noattached ~~immediate~~as ~~effect on~~Exhibit ~~the listing of the Company’s common stock on the Nasdaq Capital Market~~99. ~~In accordance with Nasdaq Listing Rule 5810(c)(3)(A),~~1 ~~the Company has 180 calendar days, or until August 17, 2026 (the “Compliance Date”),~~ to ~~regain~~this ~~compliance~~Current ~~with~~Report ~~the~~on ~~minimum bid~~Form ~~price~~8-K ~~requirement.~~and Toincorporated ~~regain~~into ~~compliance,~~this ~~the~~item ~~closing bid price of the Company’s common stock must be at least $1~~8.0001 ~~per~~by ~~share for a minimum of ten consecutive business days before the Compliance Date~~reference.

IfItem the Company’s common stock does not achieve compliance by the Compliance Date, the Company may be eligible for an additional 180-day period to regain compliance if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary9.01. ~~However,~~Financial ifStatements ~~it appears to the Nasdaq Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for the additional compliance period,~~ and ~~the Company does not regain compliance by the Compliance Date, the Nasdaq Capital Market will provide written notification to the Company that its common stock is subject to delisting~~Exhibits. At that time, the Company may appeal the delisting determination to a hearings panel pursuant to the procedures set forth in the applicable Nasdaq listing rules. However, there can be no assurance that, if the Company does appeal the delisting determination by Nasdaq to the panel, such appeal would be successful.

~~The~~(d) Company intends to actively monitor the closing bid price of its common stock between now and the Compliance Date and will evaluate available options to resolve the deficiency and regain compliance with the minimum bid price rule. Exhibits

Exhibit No.		Description

99.1		Press Release, dated March 5, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Outlook Therapeutics, Inc.
Date: February 18, 2026	By:	/s/ Lawrence A. Kenyon
Date: March 5, 2026	By:	/s/ Lawrence A. Kenyon
		Lawrence A. Kenyon
		Chief Financial Officer

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