UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
Outlook Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
69012T 206
(CUSIP Number)
BioLexis Pte. Ltd.
36 Robinson Road
#13-01 City House
Singapore, 068877
Attn: Executive Director
Telephone: +962 6 582 7999 (ext. 1104)
with a copy to:
Shearman & Sterling LLP
300 West 6th Street, Suite 2250
Austin, Texas 78701
Attn: J. Russel Denton
(512) 647-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 2, 2021
(Date of Event Which Requires Filing of This
Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons
BioLexis Pte. Ltd.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK B IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
50,965,058
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
50,965,058
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
50,965,058
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
31.4% (1)
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14.
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TYPE OF REPORTING PERSON
IV
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(1)
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This percentage is calculated based upon 162,183,109 Shares outstanding after giving effect to the Offering (as defined below), based on information provided by Outlook Therapeutics, Inc., a Delaware corporation (the “Issuer”). “Shares” means shares of common stock, par value $0.01 per share (the “Shares”), of the Issuer.
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1.
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Names of Reporting Persons
Ghiath M. Sukhtian
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
N/A
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5.
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CHECK B IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Jordan
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
63,016,003
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
63,016,003
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
63,016,003
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
38.6% (1)
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14.
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TYPE OF REPORTING PERSON
IN
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(1)
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This percentage is calculated based upon 162,183,109 Shares outstanding after giving effect to the Offering, based on information provided by the Issuer, plus 1,230,315 Shares underlying the Warrants (as defined below) issued to GMS Ventures and Investments (“GMS Ventures”).
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1.
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Names of Reporting Persons
Arun Kumar Pillai
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
N/A
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5.
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CHECK B IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
India
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
50,965,058
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
50,965,058
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
50,965,058
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
31.4% (1)
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14.
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TYPE OF REPORTING PERSON
IN
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(1)
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This percentage is calculated based upon 162,183,109 Shares outstanding after giving effect to the Offering, based on information provided by the Issuer.
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1.
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Names of Reporting Persons
GMS Ventures and Investments
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
WC
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5.
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CHECK B IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
12,050,945 (1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
12,050,945 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
12,050,945 (1)
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
¨
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
7.4% (2)
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14.
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TYPE OF REPORTING PERSON
IV
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(1)
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Includes warrants (the “Warrants”) to purchase up to an aggregate of 1,230,315 Shares.
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(2)
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This percentage is calculated based upon 162,183,109 Shares outstanding after giving effect to the Offering, based on information provided by the Issuer, plus 1,230,315 Shares underlying the Warrants.
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This Amendment No. 13 (“Amendment
No. 13”) to Schedule 13D supplements and amends the statement on Schedule 13D of BioLexis Pte. Ltd. (formerly known as
GMS Tenshi Holdings Pte. Limited), a Singapore private limited company (“BioLexis”), Ghiath M. Sukhtian (“Sukhtian”),
and Arun Kumar Pillai (“Kumar”) originally filed with the Securities and Exchange Commission (the “SEC”)
on September 18, 2017, and amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 thereto, filed with the SEC on each
of November 1, 2017, June 25, 2018, July 20, 2018, November 9, 2018, January 3, 2019, February 5, 2019, April 17, 2019, June 19,
2019, December 30, 2019, January 31, 2020, February 27, 2020 and March 24, 2020 respectively (together, as so amended, the “Schedule
13D”). Except as otherwise specified in this Amendment No. 13, all items in the Schedule 13D remain unchanged. All
capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Schedule 13D.
The Reporting Persons are
filing this Amendment No. 13 to report the purchase by GMS Ventures, of an aggregate of 8,360,000 Shares in the Offering (as defined
below).
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Item 3.
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Source and Amount of Funds or Other Consideration.
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The response to Item 3 in the Schedule 13D
is hereby amended to add the following after the last paragraph:
The source of funds for
the Share Purchase (as defined below) was the working capital of GMS Ventures and capital contributions made to GMS Ventures.
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Item 4.
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Purpose of Transaction
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Item 4 of the Schedule
13D is hereby amended to add the following after the last paragraph:
On
January 28, 2021, the Issuer announced the sale of an aggregate of 35,000,000 Shares (not including an additional 5,250,000 Shares
that may be sold to the underwriter upon full exercise of the underwriter’s over-allotment option) (the “Offering”)
to H.C. Wainwright & Co., LLC, as the underwriter and sole book-running manager in a firm commitment underwritten offering.
GMS Ventures purchased 8,360,000 shares of Common Stock for an aggregate purchase price of $8.36 million (the “Share Purchase”)
in the Offering at the public offering price of $1.00 per share. The Offering closed on February 2, 2021.
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Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule
13D is hereby amended and restated in its entirety to read:
The aggregate percentage of Shares reported
owned by each Reporting Person named herein is based upon 162,183,109 Shares outstanding based on information provided by the Issuer.
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(a)
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As of the date hereof, BioLexis directly owns a total of 50,965,058 Shares. This represents approximately
31.4% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 50,965,058
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 50,965,058
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(a)
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Sukhtian is the holder of a controlling interest in GMS Holdings, which is the sole owner of
GMS Pharma, which in turn is a 50% owner of BioLexis. By virtue of such relationship, Sukhtian may be deemed to beneficially own
the securities held by BioLexis for purposes of Rule 13d-3 under the Exchange Act. In addition, GMS Holdings is the sole owner
of GMS Ventures. By virtue of such relationship, Sukhtian may be deemed to beneficially own the securities held by GMS Ventures
for purposes of Rule 13d-3 under the Exchange Act. This represents approximately 38.6% of the outstanding Shares calculated pursuant
to Rule 13d-3 under the Exchange Act.
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 63,016,003
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 63,016,003
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(a)
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Kumar is the holder of a controlling interest in Tenshi, which is a 50% owner of BioLexis. By
virtue of such relationship, Kumar may be deemed to beneficially own the shares held by BioLexis for purposes of Rule 13d-3 under
the Exchange Act. This represents approximately 31.4% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Exchange
Act.
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 50,965,058
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 50,965,058
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(a)
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As of the date hereof, GMS Ventures directly owns 10,820,630 Shares and warrants to purchase
1,230,315 Shares, representing a total of 12,050,945 Shares directly owned by GMS Ventures. This represents approximately 7.4%
of the outstanding Shares calculated pursuant to Rule 13d-3 under the Exchange Act.
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(b)
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1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 12,050,945
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 12,050,945
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(c)
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The description of the Share Purchase in Item 4 is incorporated herein by reference.
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(d)
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Not applicable.
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Item 7.
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Material to be Filed as Exhibits
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1.
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Joint Filing Agreement, among BioLexis Pte. Limited, Ghiath M. Sukhtian, Arun Kumar Pillai, and GMS Ventures and Investments, dated February 2, 2021.
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2.
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Form of Voting and Lock-up Agreement by and between GMS Tenshi Holdings Pte. Limited and the Director or Executive Officer of Outlook Therapeutics, Inc. party thereto, dated September 7, 2017 (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on September 11, 2017).
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3.
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Voting and Lock-up Agreement by and between GMS Tenshi Holdings Pte. Limited and Todd Brady, Director Outlook Therapeutics, Inc., dated September 7, 2017 (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on September 11, 2017).
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4.
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Lock-Up Agreement by and among the Issuer, GMS Tenshi Holdings Pte. Limited and Pankaj Mohan, Ph.D, dated September 7, 2017 (incorporated by reference to Exhibit 10.8 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on September 11, 2017).
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5.
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Investor Rights Agreement by and between Outlook Therapeutics, Inc. and GMS Tenshi Holdings Pte. Limited, dated September 11, 2017 (incorporated by reference to Exhibit 10.3 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on September 11, 2017).
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6.
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First Amendment to the Investor Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on May 15, 2018).
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7.
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Exchange Agreement by and between Outlook Therapeutics, Inc. and GMS Tenshi Holdings Pte. Limited, dated July 18, 2018 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on July 19, 2018).
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8.
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Second Amendment to Investor Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on July 19, 2018).
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9.
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Purchase Agreement by and between the Issuer and BioLexis, dated November 5, 2018 (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on November 9, 2018).
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10.
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Third Amendment to Investor Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on November 9, 2018).
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11.
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Form of Warrant to Purchase Common Stock of Outlook Therapeutics,
Inc. (incorporated by reference to Exhibit 4.1 of to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on
September 11, 2017).
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12.
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Form of Warrant to Purchase Common Stock of Outlook Therapeutics,
Inc. (incorporated by reference to Exhibit 4.1 of to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on
May 15, 2018).
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13.
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Amendment to Warrants to Purchase
Common Stock (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with
the SEC on January 31, 2020).
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14.
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Agreement to Amend Series
A-1 Convertible Preferred (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (SEC File No. 001-37759),
filed with the SEC on January 31, 2020).
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15.
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Power of Attorney by BioLexis Pte. Ltd. dated as of December 30,
2019 (incorporated by reference to Exhibit 24.4 to the Form 4 filed by the BioLexis Pte. Ltd. with the SEC on January 29, 2020).
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16.
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Power of Attorney by Arun Kumar Pillai dated as of December 30,
2019 (incorporated by reference to Exhibit 24.4 to the Form 4 filed by Arun Kumar Pillai with the SEC on January 29, 2020).
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17.
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Power of Attorney by Ghiath M. Sukhtian. dated as of December 30,
2019 (incorporated by reference to Exhibit 24.4 to the Form 4 filed by Ghiath M. Sukhtian with the SEC on January 29, 2020).
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18.
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Securities Purchase Agreement by and between the Issuer and GMS Ventures and Investments, dated February 24, 2020 (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on February 24, 2020).
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19
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Fourth Amendment to Investor Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on February 24, 2020).
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20.
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Power of Attorney by GMS Ventures and Investments. dated as of February 25, 2020 (incorporated by reference to Exhibit 24.1 to the Form 3 filed by GMS Ventures and Investments with the SEC on February 27, 2020).
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Signatures
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 2, 2021
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BioLexis Pte. Ltd.
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By:
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/s/ Lawrence A. Kenyon
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Name:
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Lawrence A. Kenyon
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Title:
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Attorney-in-Fact
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Ghiath M. Sukhtian
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By:
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/s/ Lawrence A. Kenyon
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Name:
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Lawrence A. Kenyon
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Title:
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Attorney-in-Fact
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Arun Kumar Pillai
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By:
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/s/ Lawrence A. Kenyon
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Name:
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Lawrence A. Kenyon
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Title:
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Attorney-in-Fact
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GMS Ventures and Investments
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By:
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/s/ Lawrence A. Kenyon
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Name:
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Lawrence A. Kenyon
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Title:
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Attorney-in-Fact
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