0000947871-20-000253.txt : 20200323
0000947871-20-000253.hdr.sgml : 20200323
20200323173548
ACCESSION NUMBER: 0000947871-20-000253
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200319
FILED AS OF DATE: 20200323
DATE AS OF CHANGE: 20200323
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BioLexis Pte Ltd.
CENTRAL INDEX KEY: 0001716335
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37759
FILM NUMBER: 20735906
BUSINESS ADDRESS:
STREET 1: 36 ROBINSON ROAD, #13-01 CITY HOUSE
CITY: SINGAPORE
STATE: U0
ZIP: 068877
BUSINESS PHONE: 962 6 582 7999
MAIL ADDRESS:
STREET 1: 36 ROBINSON ROAD, #13-01 CITY HOUSE
CITY: SINGAPORE
STATE: U0
ZIP: 068877
FORMER NAME:
FORMER CONFORMED NAME: GMS Tenshi Holdings Pte. Ltd
DATE OF NAME CHANGE: 20170906
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Pillai Arun Kumar
CENTRAL INDEX KEY: 0001717437
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37759
FILM NUMBER: 20735907
MAIL ADDRESS:
STREET 1: #30, "GALAXY," 1ST MAIN
STREET 2: J.P. NAGAR 3RD PHASE
CITY: BANGALORE
STATE: K7
ZIP: 560078
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sukhtian Ghiath M.
CENTRAL INDEX KEY: 0001717441
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37759
FILM NUMBER: 20735908
MAIL ADDRESS:
STREET 1: 7TH CIRCLE, ZAHRAN ST.
STREET 2: ZAHRAN PLAZA BUILDING, 4TH FLOOR
CITY: AMMAN
STATE: M2
ZIP: 11844
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Outlook Therapeutics, Inc.
CENTRAL INDEX KEY: 0001649989
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 383982704
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0930
BUSINESS ADDRESS:
STREET 1: 7 CLARKE DRIVE
CITY: CRANBURY
STATE: NJ
ZIP: 08512
BUSINESS PHONE: 6096193990
MAIL ADDRESS:
STREET 1: 7 CLARKE DRIVE
CITY: CRANBURY
STATE: NJ
ZIP: 08512
FORMER COMPANY:
FORMER CONFORMED NAME: Oncobiologics, Inc.
DATE OF NAME CHANGE: 20150804
4
1
ownership.xml
X0306
4
2020-03-19
0
0001649989
Outlook Therapeutics, Inc.
OTLK
0001716335
BioLexis Pte Ltd.
36 ROBINSON ROAD
#13-01 CITY HOUSE P.O. BOX 142904
SINGAPORE
U0
068877
SINGAPORE
1
0
1
0
0001717437
Pillai Arun Kumar
#30, 1ST MAIN
J.P. NAGAR 3RD PHASE
BANGALORE
K7
560078
INDIA
1
0
1
0
0001717441
Sukhtian Ghiath M.
7TH CIRCLE, ZAHRAN STREET
ZAHRAN PLAZA BLDG, 4TH FLOOR
AMMAN
M2
11844
JORDAN
1
0
1
0
Common Stock
2020-03-23
4
M
0
29358621
0
A
50965058
D
Common Stock
2460630
I
See Footnotes
Series A-1 Convertible Preferred Stock
2020-03-19
4
D
0
68112
D
Common Stock
1287178
0
D
Series A-1 Convertible Preferred Stock
2020-03-19
4
A
0
68112
A
Common Stock
29358621
68112
D
Series A-1 Convertible Preferred Stock
2020-03-23
4
M
0
68112
D
Common Stock
29358621
0
D
Each share of Series A-1 Convertible Preferred Stock ("Series A-1 Preferred Stock") was convertible into shares of the Issuer's common stock, par value $0.01 per share ("Shares"), at any time at the election of the holder. The Series A-1 Preferred Stock had no expiration date.
On March 19, 2020, the Issuer's stockholders approved, and the Issuer subsequently filed, a Certificate of Amendment of the Certificate of Designation of the Series A-1 Preferred Stock, which increased the effective conversion ratio of the Series A-1 Preferred Stock from $18.89797 per share to $431.03447263 per share.
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.
By virtue of the relationships described above in Footnote 3, 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 a representative to serve on the Issuer's board of directors. Therefore, BioLexis, GMS Pharma, Tenshi, Kumar and Ghiath Sukhtian may each be deemed a director by deputization. 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.
These securities are held of record by GMS Ventures and Investments ("GMS Ventures").
Ghiath Sukhtian, through GMS Holdings, is the holder of a controlling interest in GMS Ventures. By virtue of such relationship, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Exchange Act. Ghiath Sukhtian and GMS Ventures 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. This report shall not be deemed an admission that Ghiath Sukhtian and GMS Ventures are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. GMS Ventures has designated one representative to serve on the Issuer's board of directors. Therefore, GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.
/s/ BioLexis Pte. Ltd., By: Lawrence Kenyon, Attorney-in-Fact
2020-03-23
/s/ Lawrence Kenyon, Attorney-in-Fact
2020-03-23
/s/ Lawrence Kenyon, Attorney-in-Fact
2020-03-23