Outlook Therapeutics, Inc.
41.60%
16,183,787
1649989
69012T305
Mar 10, 2025
Mar 12, 2025, 09:11 PM
Reporting Persons (2)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| GMS VENTURES & INVESTMENTS | Investment Company | 41.60% | 16,183,187 | 0 | 16,183,787 |
| SUKHTIAN GHIATH M. | Other | 41.60% | 16,183,787 | 0 | 16,183,787 |
Disclosure Items (3)
Common Stock, par value $0.01 per share
Outlook Therapeutics, Inc.
111 S. Wood Avenue, Iselin, NJ, 08830
The following disclosure is based upon 32,017,179 outstanding Shares of the Issuer as of January 24, 2025, as set forth in the Issuer's Registration Statement on Form S-3, filed with the SEC on February 28, 2025, plus 3,458,571 Shares underlying Tranche A Inducement Warrants and 3,458,571 Shares underlying Tranche B Inducement Warrants. As of the date hereof, GMS Ventures directly owns 9,266,645 Shares and 6,917,142 warrants to purchase Shares, representing a total of 16,183,787 Shares beneficially owned by GMS Ventures. This represents approximately 41.6% 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 41.6% 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: 16,183,787 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 16,183,787 Sukhtian: 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 16,183,787 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 16,183,787
Not applicable.
Not applicable.
Not applicable.
-------------------------------------------------------------------------------------------------------------------------------------- Exhibit Description -------------------------------------------------------------------------------------------------------------------------------------- 1. Joint Filing Agreement, between Ghiath M. Sukhtian and GMS Ventures and Investments, dated January 22, 2025.* -------------------------------------------------------------------------------------------------------------------------------------- 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 Inducement Letter, dated as of January 16, 2025 (incorporated by reference to Exhibit 10.1 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- 6. Form of Common Stock Purchase Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- 7. Form of Common Stock Purchase Warrant of Outlook Therapeutics, Inc. (incorporated by reference to Exhibit 4.2 of to the Issuer's Form 8-K, filed with the SEC on January 16, 2025). -------------------------------------------------------------------------------------------------------------------------------------- * Filed herewith.