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