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