Exhibit 10.5


 





 AMENDMENT #2 TO WARRANT AGREEMENT


 


OUTLOOK THERAPEUTICS, INC.


 


AND


 


AMERICAN STOCK TRANSFER & TRUST COMPANY,
LLC, AS WARRANT AGENT


 


THIS AMENDMENT #2,
dated effective as of December 23, 2019 (“Amendment #2”), to the Warrant Agreement, dated as of April
12, 2019, as amended June 11, 2019 (the “Warrant Agreement”), by and between Outlook Therapeutics, Inc.,
a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York
limited liability trust company, as Warrant Agent (the “Warrant Agent”). Capitalized terms used but not
defined in this Amendment #2 shall have the meaning ascribed to them in the Warrant Agreement.


 


WHEREAS, the Company
and the Warrant Agent entered into that certain Warrant Agreement relating to, among other things, the issuance of 15-Month Warrants
and Five-Year Warrants to purchase shares of the Company’s common stock, $0.01 par value per share, each at an exercise price
of $2.90 per share;


 


WHEREAS, pursuant to
Section 8.8 of the Warrant Agreement, the Company and the Warrant Agent may amend the Warrant Agreement with the written consent
of the registered holders of Warrants equal to at least 67% of the Warrant Shares issuable upon exercise of all then outstanding
Warrants;


 


WHEREAS, the Company
and the registered holders of Warrants equal to at least 67% of the Warrant Shares issuable upon exercise of all outstanding Warrants
desire to amend the Warrant Agreement to (i) decrease the exercise price of the Warrants, as set forth in Section 3.1 of the Warrant
Agreement, to $0.2320, (ii) amend the Expiration Date for both the 15-Month Warrants and Five-Year Warrants, as set forth in Section
3.2 of the Warrant Agreement, to 5:00 p.m. Eastern time on December 24, 2019, (iii) provide for automatic net exercise pursuant
to Section 3.3.8 of the Warrant Agreement immediately prior to expiration, and (iv) amend the current Section 3.3.10 “Limitations
on Exercise” to include terms of abeyance and a carve-out for BioLexis Pte. Ltd. (collectively, the “Amendments”);


 


WHEREAS, the Company,
in exchange for the consent of the Holders, to further covenant to the Holders, certain matters related to the Amendments; and


 


WHEREAS, the registered
holders of Warrants equal to at least 67% of the Warrant Shares issuable upon exercise of all currently outstanding Warrants have
given their written consent to approve the Amendments.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the Company and the Warrant Agent agree as follows:


 


		1.	Amendments.



 


		a.	Section 3.1 of the Warrant Agreement is amended and restated as follows:



 


“3.1             Exercise Price. The exercise
price per whole share of the Common Stock under each Warrant shall be $0.2320, subject to adjustment hereunder (the “Exercise
Price”).


 


		b.	Section 3.2 of the Warrant Agreement is amended and restated as follows:



 


“3.2             Duration of Warrants.
A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the Issuance Date and
terminating at 5:00 P.M., Eastern time on December 24, 2019 (the “Expiration Date”). Each Warrant not exercised
on or before the Expiration Date shall be automatically “cashless exercised” in accordance with Section 3.3.8 hereto,
and thereafter, all rights thereunder and all rights in respect thereof under this Warrant Agreement shall cease at the close of
business on the applicable Expiration Date.


 






     


     


    

 


		c.	The first paragraph of Section 3.3.8 of the Warrant Agreement is amended and restated as follows:



 


“3.3.8          Optional
Cashless Exercise. A Cashless Exercise (as defined below) may occur (i) in the case of the 15-Month Warrants only, in whole
or in part for a number of whole 15-Month Warrant Shares, after May 12, 2019 (the “Cashless Date”), if the Weighted
Average Price of the Common Stock on any single Trading Day on or after the Cashless Date and prior to the date of such Cashless
Exercise fails to exceed the Exercise Price in effect as of the date hereof (subject to adjustment for any stock splits, stock
dividends, stock combinations, recapitalizations and similar events) in which event, in lieu of the formula below, the aggregate
number of 15-Month Warrant Shares issuable in such cashless exercise pursuant to any given Exercise Notice electing to effect a
Cashless Exercise shall equal the product of (x) the aggregate number of 15-Month Warrant Shares for which the 15-Month Warrants
are exercised as if such exercise were by means of a cash exercise rather than a Cashless Exercise and (y) 0.80; (ii) subject only
to the Warrant Abeyance (as defined below), at any time during the term of this Warrant Agreement, and (iii) subject only to the
Warrant Abeyance (as defined below), automatically, without any further action required by the registered holder, immediately prior
to 5:00 p.m. on the Expiration Date, if not exercised for cash pursuant to Section 3.3.1 hereof prior to such time, then the Warrants
may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the holder shall
be entitled to receive a number of Warrant Shares determined according to the following formula (a “Cashless Exercise”):”


 


		d.	Current Section 3.3.10 is hereby amended and restated to include the terms of abeyance in a second paragraph and a carveout
from the limitations for BioLexis Pte. Ltd. in a third paragraph as follows:



 


“3.3.10        Notwithstanding anything herein to the
contrary, in the event that the exercise in full of the Warrants, pursuant to the automatic net exercise provision of Section 3.3.8
herein, would cause such Holder to exceed the Maximum Percentage, the Company shall only issue such number of shares of Common
Stock to such Holder that would not cause the Holder to exceed the Maximum Percentage with the balance to be held in abeyance until
written notice from the Holder that the balance (or portion thereof) may be issued in compliance with the Maximum Percentage (the
“Warrant Abeyance”).


 


Notwithstanding anything herein to the contrary, BioLexis
Pte. Ltd., a Holder, shall not be subject to the restrictions on beneficial ownership provided in this paragraph 3.3.10.”


 


For the avoidance of doubt, other than adding the
second and third paragraphs, Section 3.3.10, as amended, shall not otherwise be affected.


 


 


		2.	Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


 


[Signature page follows]


 






    	 	2	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment #2 to be duly executed as of the date first above written.


 


	 	
        COMPANY:

         

        Outlook Therapeutics,
        Inc.

         

	 	 	 	 
	 	By:	/s/ Lawrence A. Kenyon	 
	 	 	Name: Lawrence A. Kenyon
	 	 	Title: President, CEO and CFO
	 	 	 	 
	
         

         
	
         

        WARRANT AGENT:

         

        American Stock Transfer
        & Trust Company, LLC

         

	 	 	 	 
	 	By:	/s/ Michael Legregrin	 
	 	 	Name: Michael Legregrin	 
	 	 	Title: Senior Vice President	 


 





[Signature Page
to Amendment #2 to Warrant Agreement]