Amended Statement of Beneficial Ownership (sc 13d/a)
February 05 2021 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
(Amendment No. 1)*
Outlook
Therapeutics, Inc.
(Name of Issuer)
Common Stock, par
value $0.01 per share
(Title of Class of Securities)
69012T 206
(CUSIP Number)
Syntone
Ventures LLC
1517 Champlain Crest Way
Cary, NC 27513
Attn:
President Telephone: (781) 308-0823
(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)
February 3, 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).
CUSIP NO: 69012T 206
|
Page 2 of 7
|
1.
|
NAMES OF REPORTING PERSONS
Syntone Ventures LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
00
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) □
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
19,823,045
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
19,823,045
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,823,045
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
(1)
|
This percentage is calculated based upon 168,776,876 Shares outstanding based on (i) 127,183,109 outstanding shares of common
stock reported by Outlook Therapeutics, Inc., a Delaware corporation (the “Issuer”) in its Annual Report on
Form 10-K for the year ended September 30, 2020, plus (ii) 38,593,767 shares issued in the February 2021 underwritten public offering
and (iii) 3,000,000 shares issued to the concurrent placement to the reporting persons. As used in this Schedule 13D, as amended,
“shares” means shares of common stock, par value $0.01 per share (the “Shares”), of the Issuer.
|
CUSIP NO: 69012T 206
|
Page 3 of 7
|
1.
|
NAMES OF REPORTING PERSONS
Syntone LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
00
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) □
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
19,823,045
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
19,823,045
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,823,045
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
(1)
|
This percentage is calculated based upon 168,776,876
Shares outstanding based on (i) 127,183,109 outstanding shares of common stock reported by the Issuer in its Annual Report on
Form 10-K for the year ended September 30, 2020, plus (ii) 38,593,767 shares issued in the February 2021 underwritten public offering
and (iii) 3,000,000 shares issued to the concurrent placement to the reporting persons.
|
CUSIP NO: 69012T 206
|
Page 4 of 7
|
1.
|
NAMES OF REPORTING PERSONS
Syntone Technologies Group Co., Ltd.
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
00
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
WC
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) □
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
China
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
19,823,045
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
19,823,045
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
19,823,045
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.7%
|
14.
|
TYPE OF REPORTING PERSON
CO
|
|
|
|
|
|
(1)
|
This percentage is calculated based upon 168,776,876
Shares outstanding based on (i) 127,183,109 outstanding shares of common stock reported by the Issuer in its Annual Report on
Form 10-K for the year ended September 30, 2020, plus (ii) 38,593,767 shares issued in the February 2021 underwritten public offering
and (iii) 3,000,000 shares issued to the concurrent placement to the reporting persons.
|
CUSIP NO: 69012T 206
|
Page 5 of 7
|
This Amendment No. 1 to Schedule 13D (this “Amendment”)
amends and supplements the Schedule 13D previously filed on June 12, 2020 (the “Initial Statement”), by the
Reporting Persons (as defined below) relating to common stock, par value $0.01 per share (the “Shares”), of
Outlook Therapeutics, Inc., a Delaware corporation (the “Issuer”).
This Amendment is being filed as a result of the February 3,
2021 acquisition of 3,000,000 Shares by the Reporting Persons pursuant to that certain securities purchase agreement dated January
28, 2021, and to also report the July 2020 purchase of 823,045 Shares by the Reporting Persons pursuant to that certain securities
purchase agreement dated June 22, 2020.
Unless otherwise indicated herein, capitalized terms used but
not defined in this Amendment shall have the same meaning ascribed to such terms in the Initial Statement. Except as set forth
herein, this Amendment does not modify any information previously reported by the Reporting Persons in the Initial Statement.
As used in this Amendment, Reporting Persons means (i) Syntone
Ventures LLC, a Delaware limited liability company (“Syntone”), (ii) Syntone LLC, a Delaware limited liability
company (the “Manager”), and (iii) Syntone Technologies Group Co. Ltd. (“Syntone Technologies”),
a company organized in the People’s Republic of China (“PRC”).
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 3 is hereby amended to add disclosure as follows:
On
June 22, 2020, the Issuer entered into a Securities Purchase Agreement (the “June Purchase Agreement”) with
Syntone, pursuant to which the Issuer agreed to sell and issue, in a private placement, an aggregate of 823,045 Shares at a purchase
price of $1.215 per share, for aggregate gross proceeds to the Issuer of approximately $1.0 million, which closed on July 15,
2020. The source of funds for such purchase was a capital contribution made to Syntone by the Manager, the source of funds of which
were from the working capital of Syntone Technology.
On
January 21, 2021, the Issuer entered into a Securities Purchase Agreement (the “January Purchase Agreement”)
with Syntone, pursuant to which the Issuer agreed to sell and issue, in a private placement, an aggregate of 3,000,000 Shares at
a purchase price of $1.00 per share, for aggregate gross proceeds to the Issuer of $3.0 million, which closed on February 3,
2021. The source of funds for such purchase was a capital contribution made to Syntone by the Manager, the source of funds of which
were from the working capital of Syntone Technology.
As
a result of the transactions described in this Item 3, the Reporting Persons may each be deemed to be the beneficial owner of approximately
11.7% of the outstanding Shares.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is amended to add disclosure as follows:
(a)–(b)
As of the date of this filing, Syntone Ventures owns a total of 19,823,045 Shares. Based upon (i) 127,183,109 outstanding Shares
reported by the Issuer in its Annual Report on Form 10-K for the year ended September 30, 2020, plus (ii) 38,593,767 Shares issued
in the February 2021 underwritten public offering and (iii) 3,000,000 Shares issued to the concurrent placement to the Reporting
Persons, this represents approximately 11.7% of the issued and outstanding Shares pursuant to Rule 13d-3 under the Securities Act.
|
(c)
|
No transactions in the Shares were effected during the past 60 days by the Reporting Persons.
|
CUSIP NO: 69012T 206
|
Page 6 of 7
|
Item 7 is hereby amended to amend Exhibit1 and add Exhibits 4 and 5 as follows
Item 7.
|
Material to be Filed as Exhibits
|
|
|
Exhibit
|
Description
|
|
|
1.
|
Joint Filing Agreement among Syntone Ventures LLC, Syntone LLC and Syntone Technologies Co., Ltd., dated as of February 4, 2021.
|
|
|
4.
|
Securities Purchase Agreement, dated June 22, 2020, by and between the Issuer and Syntone (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on June 23, 2020).
|
|
|
5.
|
Securities Purchase Agreement, dated January 28, 2021, by and between the Issuer and Syntone (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on February 2, 2021).
|
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 4, 2021.
|
SYNTONE
VENTURES LLC
|
|
|
|
|
|
By:
|
/s/ Jiahui Zheng
|
|
Name:
|
Jiahui Zheng
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
SYNTONE
LLC
|
|
|
|
|
|
By:
|
/s/ Jiahui Zheng
|
|
Name:
|
Jiahui Zheng
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
SYNTONE
TECHNOLOGIES CO., LTD.
|
|
|
|
|
|
By:
|
/s/ Jiahui Zheng
|
|
Name:
|
Jiahui Zheng
|
|
Title:
|
Attorney-in-Fact
|
Outlook Therapeutics (NASDAQ:OTLK)
Historical Stock Chart
From Mar 2024 to Apr 2024
Outlook Therapeutics (NASDAQ:OTLK)
Historical Stock Chart
From Apr 2023 to Apr 2024