SEC Form 4 · accession 0000947871-17-000865
Outlook Therapeutics, Inc. · OTLK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GMS Tenshi Holdings Pte. Ltd
Officer — Chief Executive Officer · Director · 10% Owner
Arun Kumar Pillai
Director · 10% Owner
Ghiath M. Sukhtian
Director · 10% Owner
Period of report
Oct 31, 2017
Accepted (ET)
Nov 1, 2017 · 3:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001649989
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF3,F4,F5,F1 | — | Oct 31, 2017 | P | 217,372 | A | — | — | Common Stock | 32,863,123 | 250,000 | D |
| WarrantsF2,F3,F4,F5 | $0.90 | Oct 31, 2017 | P | 16,750,000 | A | — | — | Common Stock | 16,750,000 | 16,750,000 | D |
Explanation of responses
- F1Each share of Series A Convertible Preferred Stock ("Preferred Stock") is convertible into shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"), at any time at the election of the holder. The Preferred Stock has no expiration date.
- F2In consideration of GMS Tenshi Holdings Pte. Limited's ("GMS Tenshi") purchases of Preferred Stock, the Issuer issued GMS Tenshi warrants ("Warrants") to purchase shares of Common Stock. The Warrants are immediately exercisable when issued and are exercisable for eight years from the date of issuance.
- F3These securities are held of record by GMS Tenshi. 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 GMS Tenshi, 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.
- F4By virtue of the relationships described above in Footnote 4, Kumar and Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Tenshi 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").
- F5The 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. GMS Tenshi has designated four representatives, currently Faisal G. Sukhtian (a director of both GMS Pharma and GMS Holdings), Joe Thomas (a director and executive of a company controlled by Kumar), Claudio Albrecht (a director of GMS Holdings) and Yezan Munther Haddadin (an executive of GMS Holdings), 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.