The principal office address of GMS Ventures is c/o Maples Corporate Services Limited, P.O Box 309, Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands.

Item 3 of the Schedule 13D is hereby amended to add the following after the last paragraph: The source of funds for the exercise of GMS Ventures' Existing Warrants (as defined in Item 3 below) was the working capital of GMS Ventures and capital contributions made to GMS Ventures.

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.

The following disclosure is based upon 24,905,635 outstanding Shares of the Issuer, as set forth in the Issuer's Annual Report on Form 10-Q for the year ending September 30, 2024, filed with the SEC on December 27, 2024, plus 3,458,571 Shares underlying Tranche A Inducement Warrants and 3,458,571 Shares underlying Tranche B Inducement Warrants. As of the date hereof, GMS Ventures directly owns 5,808,074 Shares and 6,917,142 warrants to purchase Shares, representing a total of 12,725,216 Shares beneficially owned by GMS Ventures. This represents approximately 38.6% of the outstanding Shares, calculated pursuant to Rule 13d-3 under the Act. Sukhtian is the holder of a controlling interest in GMS Holdings, which is the sole owner of GMS Ventures. By virtue of such relationship, Sukhtian may be deemed to beneficially own the securities held by GMS Ventures for purposes of Rule 13d-3 under the Act. This represents approximately 38.6% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Act.

GMS Ventures: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 12,725,216 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 12,725,216 Sukhtian: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 12,725,216 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 12,725,216

The transactions described in Item 4 are incorporated herein by reference. Except as described in Item 4, the Reporting Persons have not effected any transactions in Shares during the past sixty (60) days.

Not applicable.

Not applicable.

Item 6 of the Schedule 13D is hereby amended to add the following after the last paragraph: Inducement Letter Item 4 above summarizes certain provisions of the Inducement Letter by and between the Issuer and GMS Ventures and is incorporated herein by reference. Tranche A Inducement Warrants In connection with the transactions described under Item 4 above, the Issuer agreed to file a resale registration statement on Form S-3 (the "Tranche A Resale Registration Statement") with the SEC within 45 calendar days from the execution time of the Inducement Letters to register the resale of the Shares underlying the Tranche A Inducement Warrants, and to use commercially reasonable efforts to cause the Tranche A Resale Registration Statement to become effective within 60 calendar days from the execution time of the Inducement Letters (or within 90 calendar days in case of "full review" of the Tranche A Resale Registration Statement by the SEC). Tranche B Inducement Warrants In connection with the transactions described under Item 4 above, the Issuer agreed to file a resale registration statement on Form S-3 (the "Tranche B Resale Registration Statement") with the SEC within 45 calendar days from the Amendment Effective Date to register the resale of the Shares underlying the Tranche B Inducement Warrants, and to use commercially reasonable efforts to cause the Tranche B Resale Registration Statement to become effective within 60 calendar days from the Amendment Effective Date (or within 90 calendar days in case of "full review" of the Tranche B Resale Registration Statement by the SEC). The foregoing descriptions of the Inducement Letter, the Tranche A Inducement Warrants and the Tranche B Inducement Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of the Inducement Letter, the Tranche A Inducement Warrants and the Tranche B Inducement Warrants, the forms of which are filed as Exhibits 5, 6 and 7 to this Amendment No. 3, respectively, and incorporated herein by reference.

-------------------------------------------------------------------------------------------------------------------------------------- Exhibit Description -------------------------------------------------------------------------------------------------------------------------------------- 1. Joint Filing Agreement, between Ghiath M. Sukhtian and GMS Ventures and Investments, dated January 22, 2025.* -------------------------------------------------------------------------------------------------------------------------------------- 2. Amended & Restated Investor Rights Agreement by and between Outlook Therapeutics, Inc. and GMS Ventures and Investments, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K, filed with the SEC on April 22, 2022). -------------------------------------------------------------------------------------------------------------------------------------- 3. Power of Attorney by Ghiath M. Sukhtian, dated as of December 30, 2019 (incorporated by reference to Exhibit 24.4 to the Form 4 filed by Ghiath M. Sukhtian with the SEC on January 29, 2020). -------------------------------------------------------------------------------------------------------------------------------------- 4. Power of Attorney by GMS Ventures and Investments, dated as of February 25, 2020 (incorporated by reference to Exhibit 24.1 to the Form 3 filed by GMS Ventures and Investments with the SEC on February 27, 2020). -------------------------------------------------------------------------------------------------------------------------------------- 5. Form of Inducement Letter, dated as of January 16, 2025 (incorporated by reference to Exhibit 10.1 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- 6. Form of Common Stock Purchase Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- 7. Form of Common Stock Purchase Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- * Filed herewith.