0001209191-20-005415.txt : 20200129
0001209191-20-005415.hdr.sgml : 20200129
20200129175327
ACCESSION NUMBER: 0001209191-20-005415
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20200127
FILED AS OF DATE: 20200129
DATE AS OF CHANGE: 20200129
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: 20559266
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: Pillai Arun Kumar
CENTRAL INDEX KEY: 0001717437
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37759
FILM NUMBER: 20559267
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: BioLexis Pte Ltd.
CENTRAL INDEX KEY: 0001716335
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37759
FILM NUMBER: 20559268
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
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
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-01-27
0
0001649989
Outlook Therapeutics, Inc.
OTLK
0001716335
BioLexis Pte Ltd.
36 ROBINSON ROAD
#13-01 CITY HOUSE
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
2020-01-29
4
M
0
4657852
0.232
A
21606437
D
Warrant (Right to Buy)
7.20
2020-01-27
4
D
0
2093750
0.00
D
2025-10-31
Common Stock
2093750
0
D
Warrant (Right to Buy)
0.232
2020-01-27
4
A
0
2093750
0.00
A
2025-10-31
Common Stock
2039750
2039750
D
Warrant (Right to Buy)
7.80
2020-01-27
4
D
0
1282051
1.00
D
2026-05-14
Common Stock
1282051
0
D
Warrant (Right to Buy)
0.232
2020-01-27
4
A
0
1282051
1.00
A
2026-05-14
Common Stock
1282051
1282051
D
Warrant (Right to Buy)
7.80
2020-01-27
4
D
0
1282051
1.00
D
2026-06-08
Common Stock
1282051
0
D
Warrant (Right to Buy)
0.232
2020-01-27
4
A
0
1282051
1.00
A
2026-06-08
Common Stock
1282051
1282051
D
Warrant (Right to Buy)
0.232
2020-01-29
4
M
0
2093750
0.00
D
2025-10-31
Common Stock
2093750
0
D
Warrant (Right to Buy)
0.232
2020-01-29
4
M
0
1282051
1.00
D
2026-05-14
Common Stock
1282051
0
D
Warrant (Right to Buy)
0.232
2020-01-29
4
M
0
1282051
1.00
D
2026-06-08
Common Stock
1282051
0
D
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 1, 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 four representatives to serve on the Issuer's board of directors. 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.
Reflects the 1:8 reverse stock split effected by the Issuer on March 15, 2019.
The two reported transactions involved an amendment of an outstanding Warrant, resulting in the deemed cancellation of the "old" Warrant and the issuance of a replacement Warrant. The Warrant was originally issued on October 31, 2017.
Immediately exercisable.
This Warrant was issued to BioLexis in consideration of its purchase of Series A Preferred Stock pursuant to that certain Purchase Agreement dated October 31, 2017.
The two reported transactions involved an amendment of an outstanding Warrant, resulting in the deemed cancellation of the "old" Warrant and the issuance of a replacement Warrant. The Warrant was originally issued on May 14, 2018.
The two reported transactions involved an amendment of an outstanding Warrant, resulting in the deemed cancellation of the "old" Warrant and the issuance of a replacement Warrant. The Warrant was originally issued on June 8, 2018.
/s/ BioLexis Pte. Ltd., By: Lawrence Kenyon, Attorney-in-Fact
2020-01-29
/s/ Lawrence Kenyon, Attorney-in-Fact
2020-01-29
/s/ Lawrence Kenyon, Attorney-in-Fact
2020-01-29
EX-24.4_890763
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5 and Schedules 13D and 13G)
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Lawrence Kenyon of Outlook Therapeutics, Inc. (the "Company")
and Yezan Haddadin, each a director of the Company, signing individually, the
undersigned's true and lawful attorneys-in fact and agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") Form ID and
Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 13 or Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder in the undersigned's capacity as a beneficial owner of a registered
class of securities of the Company;
(2) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5, Schedules 13D and 13G (including amendments thereto and joint filing
agreements in connection therewith) and Forms 144, and file such forms with the
SEC and any stock exchange, self-regulatory association or any similar
authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Sections 13 and 16 of the Exchange Act and Rule
144 thereunder.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Form ID or Forms
3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned's holdings of
and transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the Company and the foregoing
attorneys-in fact or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by the Company or a director of the
Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: December 30, 2019
BioLexis Pte Ltd.
By: /s/ Faisal G. Sukhtian
Name: Faisal G. Sukhtian
Title: Director
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5 and Schedules 13D and 13G)
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Lawrence Kenyon of Outlook Therapeutics, Inc. (the "Company")
and Yezan Haddadin and Faisal G. Sukhtian each a director of the Company,
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") Form ID and
Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 13 or Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder in the undersigned's capacity as a beneficial owner of a registered
class of securities of the Company;
(2) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5, Schedules 13D and 13G (including amendments thereto and joint filing
agreements in connection therewith) and Forms 144, and file such forms with the
SEC and any stock exchange, self-regulatory association or any similar
authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Sections 13 and 16 of the Exchange Act and Rule
144 thereunder.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Form ID or Forms
3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned's holdings of
and transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the Company and the foregoing
attorneys-in fact or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by the Company or a director of the
Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: December 30, 2019
By: /s/ Ghiath M. Sukhtian
Name: Ghiath M. Sukhtian
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5 and Schedules 13D and 13G)
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Lawrence Kenyon of Outlook Therapeutics, Inc. (the "Company")
and Yezan Haddadin and Faisal G. Sukhtian each a director of the Company,
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") Form ID and
Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 13 or Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules
thereunder in the undersigned's capacity as a beneficial owner of a registered
class of securities of the Company;
(2) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form ID and Forms
3, 4 or 5, Schedules 13D and 13G (including amendments thereto and joint filing
agreements in connection therewith) and Forms 144, and file such forms with the
SEC and any stock exchange, self-regulatory association or any similar
authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Sections 13 and 16 of the Exchange Act and Rule
144 thereunder.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Form ID or Forms
3, 4 and 5 or Schedules 13D or 13G with respect to the undersigned's holdings of
and transactions in securities issued by the Company, (b) revocation by the
undersigned in a signed writing delivered to the Company and the foregoing
attorneys-in fact or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by the Company or a director of the
Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: December 30, 2019
By:/s/ Arun Kumar Pillai
Name: Arun Kumar Pillai