0000947871-22-000124.txt : 20220201 0000947871-22-000124.hdr.sgml : 20220201 20220201170503 ACCESSION NUMBER: 0000947871-22-000124 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220201 FILED AS OF DATE: 20220201 DATE AS OF CHANGE: 20220201 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: 22579779 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37759 FILM NUMBER: 22579778 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 1 ownership.xml X0306 4 2022-02-01 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 E9 KYI-9007 CAYMAN ISLANDS 1 0 1 0 Common Stock 2022-02-01 4 J 0 2500000 1.25 A 27982529 I See Footnotes Common Stock 27834257 I See Footnote On January 31, 2022, GMS Pharma (Singapore) Pte. Limited ("GMS Pharma"), a private investment company and wholly-owned subsidiary of GMS Holdings, entered into a securities purchase agreement with Tenshi Life Sciences Private Limited and Tenshi Life Sciences Pte. Limited (collectively, "Tenshi"), both private investment vehicles controlled by Arun Pillai Kumar, pursuant to which GMS Pharma purchased from Tenshi approximately 4.9% of the outstanding shares of BioLexis Pte Ltd. (the "Share Purchase"), which corresponds to 2,500,000 shares of the Issuer held by BioLexis. The Share Purchase closed on February 1, 2022. These securities are held of record by BioLexis and represent the number securities in which Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, may be deemed to have an indirect pecuniary interest in by virtue of the relationships described herein. GMS Pharma is a beneficial owner of BioLexis. Ghiath Sukhtian is the holder of a controlling interest in GMS Holdings, which is the holder of a controlling interest in GMS Pharma. Ghiath Sukhtian disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of his pecuniary interest therein, if any. BioLexis has designated one representative to serve on the Issuer's board of directors. This report shall not be deemed an admission that Ghiath Sukhtian is the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. These securities are held of record by GMS Ventures and Investments ("GMS Ventures"). Ghiath Sukhtian is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated one representative to serve on the Issuer's board of directors. Therefore, 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 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 2022-02-01 /s/ GMS Ventures and Investments, By: Lawrence Kenyon, Attorney-in-Fact 2022-02-01