Dilution profile // every instrument, one screen, from SEC filings

Outlook Therapeutics, Inc. (OTLK)

CIK 1649989 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$27.1M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
MEDIUMwarrants = 37% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-54% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~1.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-05-122026-05-12

Latest: 120.9M shares as of May 12, 2026 (10-Q). Share count fell from 260.3M to 23.4M between Feb 12, 2024 and May 13, 2024, a pattern consistent with a reverse split (roughly 1-for-11); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool

Warrants

TrancheWarrantsExercise priceTermNotes
Twenty Five March Two Thousand Thirty One One20.0M$0.25
Twenty Seventh May Two Thousand Thirty15.3M$1.4
Seventeen January Two Thousand Thirty13.2M$2.26
Eighteen March Two Thousand Twenty Nine5.8M$7.7
Placement Agent Warrants1.4M$0.31255y
Twenty Five March Two Thousand Thirty One Two1.4M$0.3125
Fifteenth April Two Thousand Twenty Nine1.1M$7.7
Twenty Third November Two Thousand Twenty Six104,999$31.25
Investor Warrantsnot tagged$0.255y
Class of Warrant or Right Warrants Existing Prior To2025not tagged$2.26

Tranches exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 45.3M underlying shares, as reported Dec 31, 2018 (10-Q).

Reported exercise price: $7.7 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $722,229 as of Mar 31, 2026.

Rough fully diluted estimate: 166.2M = 120.9M O/S + 45.3M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Unsecured Convertible Promissory Note March 2025$33.1M$2.26~14.6M sh

If every note above converted at its tagged price: ~14.6M new shares on 120.9M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 15, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding120.9MMay 12, 2026
+ Twenty Five March Two Thousand Thirty One One (if exercised)20.0MMar 31, 2026
+ Twenty Seventh May Two Thousand Thirty (if exercised)15.3MMar 31, 2026
+ Seventeen January Two Thousand Thirty (if exercised)13.2MMar 31, 2026
+ Eighteen March Two Thousand Twenty Nine (if exercised)5.8MMar 31, 2026
+ Placement Agent Warrants (if exercised)1.4MMar 25, 2026
+ Twenty Five March Two Thousand Thirty One Two (if exercised)1.4MMar 31, 2026
+ Fifteenth April Two Thousand Twenty Nine (if exercised)1.1MMar 31, 2026
+ Twenty Third November Two Thousand Twenty Six (if exercised)104,999Mar 31, 2026
+ Unsecured Convertible Promissory Note March 2025 (if fully converted)14.6MMar 13, 2025
Fully diluted estimate193.7M+60.3% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $27.1Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Jul 17, 2026$27.1M registeredfiling →
S-3Mar 20, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Feb 28, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 8 executed · 1 registered.

EXECUTEDAug 14, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDAug 12, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEJul 21, 2026Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEJul 21, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJul 17, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDMay 29, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 13, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 23, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 25, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 23, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 23, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

Keep going: float checker · offering calendar · short-squeeze screener · full OTLK workspace