FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Outlook Therapeutics, Inc. [ OTLK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/27/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/29/2020 | M | 4,657,852 | A | $0.232 | 21,606,437 | D(1)(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrant (Right to Buy) | $7.2(3) | 01/27/2020 | D(4) | 2,093,750(3) | (5) | 10/31/2025 | Common Stock | 2,093,750 | $0.00(6) | 0 | D(1)(2) | ||||
Warrant (Right to Buy) | $0.232 | 01/27/2020 | A(4) | 2,093,750 | (5) | 10/31/2025 | Common Stock | 2,039,750 | $0.00(6) | 2,039,750 | D(1)(2) | ||||
Warrant (Right to Buy) | $7.8(3) | 01/27/2020 | D(7) | 1,282,051(3) | (5) | 05/14/2026 | Common Stock | 1,282,051 | $1(3) | 0 | D(1)(2) | ||||
Warrant (Right to Buy) | $0.232 | 01/27/2020 | A(7) | 1,282,051 | (5) | 05/14/2026 | Common Stock | 1,282,051 | $1(3) | 1,282,051 | D(1)(2) | ||||
Warrant (Right to Buy) | $7.8(3) | 01/27/2020 | D(8) | 1,282,051(3) | (5) | 06/08/2026 | Common Stock | 1,282,051 | $1(3) | 0 | D(1)(2) | ||||
Warrant (Right to Buy) | $0.232 | 01/27/2020 | A(8) | 1,282,051 | (5) | 06/08/2026 | Common Stock | 1,282,051 | $1(3) | 1,282,051 | D(1)(2) | ||||
Warrant (Right to Buy) | $0.232 | 01/29/2020 | M | 2,093,750 | (5) | 10/31/2025 | Common Stock | 2,093,750 | $0.00(6) | 0 | D(1)(2) | ||||
Warrant (Right to Buy) | $0.232 | 01/29/2020 | M | 1,282,051 | (5) | 05/14/2026 | Common Stock | 1,282,051 | $1 | 0 | D(1)(2) | ||||
Warrant (Right to Buy) | $0.232 | 01/29/2020 | M | 1,282,051 | (5) | 06/08/2026 | Common Stock | 1,282,051 | $1 | 0 | D(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are held of record by BioLexis Pte Ltd. ("BioLexis"). Tenshi Life Sciences Private Limited ("Tenshi"), a private investment vehicle controlled by Arun Kumar Pillai ("Kumar"), and GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, are the 50:50 beneficial owners of BioLexis, in which each of Tenshi and GMS Pharma owns 50% of the outstanding voting shares. Kumar, a natural person, is the holder of a controlling interest in Tenshi. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. |
2. By virtue of the relationships described above in Footnote 1, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by BioLexis noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. BioLexis has designated four representatives to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
3. Reflects the 1:8 reverse stock split effected by the Issuer on March 15, 2019. |
4. The two reported transactions involved an amendment of an outstanding Warrant, resulting in the deemed cancellation of the "old" Warrant and the issuance of a replacement Warrant. The Warrant was originally issued on October 31, 2017. |
5. Immediately exercisable. |
6. This Warrant was issued to BioLexis in consideration of its purchase of Series A Preferred Stock pursuant to that certain Purchase Agreement dated October 31, 2017. |
7. The two reported transactions involved an amendment of an outstanding Warrant, resulting in the deemed cancellation of the "old" Warrant and the issuance of a replacement Warrant. The Warrant was originally issued on May 14, 2018. |
8. The two reported transactions involved an amendment of an outstanding Warrant, resulting in the deemed cancellation of the "old" Warrant and the issuance of a replacement Warrant. The Warrant was originally issued on June 8, 2018. |
Remarks: |
/s/ BioLexis Pte. Ltd., By: Lawrence Kenyon, Attorney-in-Fact | 01/29/2020 | |
/s/ Lawrence Kenyon, Attorney-in-Fact | 01/29/2020 | |
/s/ Lawrence Kenyon, Attorney-in-Fact | 01/29/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |