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SEC Company Response from Outlook Therapeutics, Inc. (OTLK) (CIK 0001649989) (OTLK) — May 2, 2024

Outlook Therapeutics, Inc. (OTLK) (CIK 0001649989)
Date: May 2, 2024 · CIK: 0001649989 · Accession: 0001104659-24-056164

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File numbers found in text: 333-278959

Date
May 2, 2024
Author
Lawrence A. Kenyon
Form
CORRESP
Company
Outlook Therapeutics, Inc. (OTLK) (CIK 0001649989)

Letter

OUTLOOK THERAPEUTICS, INC.

111 S. Wood Avenue

Unit #100

Iselin, New Jersey 08830

(609) 619-3990

May 2, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Re: Outlook Therapeutics, Inc.

Registration Statement on Form S-3

Filed April 26, 2024

File No. 333-278959

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-278959) (the “Registration Statement”) to become effective on Monday, May 6, 2024, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes Yvan-Claude Pierre of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Yvan-Claude Pierre of Cooley LLP, counsel to the Registrant, at (212) 479-6721, or in his absence Courtney Tygesson of Cooley LLP at (312) 881-6680.

Very truly yours,
OUTLOOK THERAPEUTICS, INC.

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CORRESP
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OUTLOOK THERAPEUTICS, INC.

111 S. Wood Avenue

Unit #100

Iselin, New Jersey 08830

(609) 619-3990

May 2, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Outlook Therapeutics, Inc.

Registration Statement on Form S-3

Filed April 26, 2024

File No. 333-278959

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the
 “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-278959)
(the “Registration Statement”) to become effective on Monday, May 6, 2024, at 4:00 p.m., Eastern Time, or as
soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission
(the “Staff”). The Registrant hereby authorizes Yvan-Claude Pierre of Cooley LLP, counsel to the Registrant,
to make such request on its behalf.

Once the Registration Statement has been declared effective, please
orally confirm that event with Yvan-Claude Pierre of Cooley LLP, counsel to the Registrant, at (212) 479-6721, or in his absence Courtney
Tygesson of Cooley LLP at (312) 881-6680.

Very truly yours,

OUTLOOK THERAPEUTICS, INC.

    By:
    /s/ Lawrence A. Kenyon

    Name:   Lawrence A. Kenyon

    Title:     Chief Financial Officer, Treasurer and Secretary

cc: Yvan-Claude Pierre, Cooley LLP

Courtney Tygesson,
Cooley LLP