Outlook Therapeutics, Inc.
16.40%
42,631,142
1649989
Aug 11, 2026
Aug 14, 2026, 07:54 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| GMS Ventures & Investments | Investment Company | 16.40% | 42,631,142 | 0 | 42,631,142 |
| SUKHTIAN GHIATH M. | Other | 16.40% | 42,631,142 | 0 | 42,631,142 |
Disclosure Items (6)
Common Stock, par value $0.01 per share
Outlook Therapeutics, Inc.
111 S. Wood Avenue, Unit #100, ISELIN, NJ, 08830
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 purchases in the August 2026 Offering (as defined below) was the working capital of GMS Ventures and capital contributions made to GMS Ventures.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read: The following disclosure is based upon 242,672,554 Shares outstanding immediately following the August 2026 Offering, as set forth in the Issuer's Prospectus Supplement, as filed pursuant to Rule 424(b)(5), filed with the SEC on August 14, 2026, plus 18,013,822 Shares underlying the Warrants. As of the date hereof, GMS Ventures directly owns 24,617,320 Shares and 18,013,822 warrants to purchase Shares, representing a total of 42,631,142 Shares beneficially owned by GMS Ventures. This represents approximately 16.4% of the outstanding Shares, calculated pursuant to Rule 13d-3 under the Act. Sukhtian is the holder of a controlling interest in GMS Holdings, which 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 Act. This represents approximately 16.4% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Act.
GMS Ventures: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 42,631,142 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 42,631,142 Sukhtian: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 42,631,142 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 42,631,142
The transactions described in Item 4 are incorporated herein by reference. Except as described in Item 4, the Reporting Persons have not effected any transactions in Shares during the past sixty (60) days.
Not applicable.
Not applicable.
Item 6 of the Schedule 13D is hereby amended to add the following after the last paragraph: August 2026 Warrant Item 4 above summarizes certain provisions of the August 2026 Warrant and is incorporated herein by reference. The description of the August 2026 Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the August 2026 Warrant, the form of which is filed as Exhibit 5 to this Schedule 13D, and is incorporated herein by reference.
Item 7 of the Schedule 13D is hereby supplemented as follows: Exhibit Description 1. Joint Filing Agreement, between Ghiath M. Sukhtian and GMS Ventures and Investments, dated June 1, 2026 (incorporated by reference to Exhibit 1.1 to the Schedule 13D Amendment filed by GMS Ventures and Investments and Ghiath M. Sukhtian with the SEC on June 1, 2026). 2. Amended & Restated Investor Rights Agreement by and between Outlook Therapeutics, Inc. and GMS Ventures and Investments, dated as of April 21, 2022 (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K, filed with the SEC on April 22, 2022). 3. 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). 4. 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). 5. Form of Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 to the Issuer's Form 8-K, filed with the SEC on August 14, 2026).