0000947871-22-000751.txt : 20220707 0000947871-22-000751.hdr.sgml : 20220707 20220707172716 ACCESSION NUMBER: 0000947871-22-000751 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220421 FILED AS OF DATE: 20220707 DATE AS OF CHANGE: 20220707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sukhtian Ghiath M. CENTRAL INDEX KEY: 0001717441 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37759 FILM NUMBER: 221072375 MAIL ADDRESS: STREET 1: 7TH CIRCLE, ZAHRAN ST. STREET 2: ZAHRAN PLAZA BUILDING, 4TH FLOOR CITY: AMMAN STATE: M2 ZIP: 11844 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GMS Ventures & Investments CENTRAL INDEX KEY: 0001804598 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37759 FILM NUMBER: 221072374 BUSINESS ADDRESS: STREET 1: C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD. STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN STATE: E9 ZIP: KYI-9007 BUSINESS PHONE: 962 6 582 7999 MAIL ADDRESS: STREET 1: C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD. STREET 2: 190 ELGIN AVENUE CITY: GEORGE TOWN STATE: E9 ZIP: KYI-9007 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: 485 ROUTE 1 SOUTH STREET 2: BUILDING F, SUITE 320 CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 6096193990 MAIL ADDRESS: STREET 1: 485 ROUTE 1 SOUTH STREET 2: BUILDING F, SUITE 320 CITY: ISELIN STATE: NJ ZIP: 08830 FORMER COMPANY: FORMER CONFORMED NAME: Oncobiologics, Inc. DATE OF NAME CHANGE: 20150804 4/A 1 ownership.xml X0306 4/A 2022-04-21 2022-04-22 0 0001649989 Outlook Therapeutics, Inc. OTLK 0001717441 Sukhtian Ghiath M. 7TH CIRCLE, ZAHRAN STREET ZAHRAN PLAZA BLDG, 4TH FLOOR AMMAN M2 11844 JORDAN 1 0 1 0 0001804598 GMS Ventures & Investments C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD. 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN E9 KY1-9007 CAYMAN ISLANDS 1 0 1 0 Common Stock 2022-04-21 4 J 0 27982529 A 55816786 I See Footnotes This Form 4/A corrects and replaces the Form 4 filed on April 22, 2022 (the "Original Form 4"), which due to an administrative error incorrectly identified Faisal Ghiath Sukhtian as a Reporting Person. The correct Reporting Person is Ghiath M. Sukhtian ("Ghiath Sukhtian"). No other changes have been made to the Original Form 4. On April 21, 2022, GMS Ventures & Investments ("GMS Ventures") entered into a share purchase agreement with BioLexis Pte Ltd. ("BioLexis"), pursuant to which, in connection with the transactions contemplated thereby (the "Restructuring"), GMS Ventures took direct ownership of the Issuer's shares that GMS Ventures and its affiliates (collectively, "GMS") indirectly held through its ownership in BioLexis. Upon the completion of the Restructuring, GMS will no longer be a shareholder in BioLexis. The transfer of the Issuer's shares to GMS Ventures in connection with the Restructuring occurred at the historic cost basis of GMS's investment in BioLexis for accounting purposes. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the price at which the transfer was effected. These securities are held of record by GMS Ventures. Ghiath Sukhtian, a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization. By virtue of the relationships described above in Footnote 2, 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 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. 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. /s/ Ghiath M. Sukhtian, By: Lawrence Kenyon, Attorney-in-Fact 2022-07-07 /s/ GMS Ventures and Investments, By: Lawrence Kenyon, Attorney-in-Fact 2022-07-07