0000947871-24-000291.txt : 20240320
0000947871-24-000291.hdr.sgml : 20240320
20240320172014
ACCESSION NUMBER: 0000947871-24-000291
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240318
FILED AS OF DATE: 20240320
DATE AS OF CHANGE: 20240320
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Sukhtian Ghiath M.
CENTRAL INDEX KEY: 0001717441
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37759
FILM NUMBER: 24768638
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
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37759
FILM NUMBER: 24768637
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]
ORGANIZATION NAME: 03 Life Sciences
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
1
ownership.xml
X0508
4
2024-03-18
0
0001649989
Outlook Therapeutics, Inc.
OTLK
0001717441
Sukhtian Ghiath M.
7TH CIRCLE, ZAHRAN ST.
ZAHRAN PLAZA BUILDING, 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
0
Common Stock
2024-03-18
4
A
0
2305714
A
5808074
I
See footnote
Warrants (right to buy)
7.70
2024-03-18
4
A
0
3458571
A
2024-03-18
2029-03-18
Common Stock
3458571
3458571
I
See footnote
Acquired in a private placement transaction pursuant to the terms of the Securities Purchase Agreement (the "SPA"), dated as of January 22, 2024, between Outlook Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, including GMS Ventures and Investments ("GMS Ventures"), pursuant to which the Issuer sold shares of common stock, and, for each such share of common stock, accompanying warrants to purchase up to one and a half shares of common stock, at a purchase price of $7.00 per share and accompanying warrant. Under the SPA, the purchase by GMS Ventures of 2,305,714 shares of common stock and warrants to acquire 3,458,571 shares of common stock closed on March 18, 2024.
Effective March 14, 2024, every 20 issued and outstanding shares of the Issuer's common stock was automatically combined into one issued and outstanding share of the Issuer's common stock (the "Reverse Stock Split"). Prior to the Reverse Stock Split, GMS Ventures held 70,047,204 shares of common stock and, as a result of the Reverse Stock Split, such shares of common stock became 3,502,360 shares of common stock.
These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("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 3, 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
2024-03-20
/s/ GMS Ventures and Investments, By: Lawrence Kenyon, Attorney-in-Fact
2024-03-20