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