4//SEC Filing
Sukhtian Faisal Ghiath 4
Accession 0000947871-22-000476
CIK 0001649989other
Filed
Apr 21, 8:00 PM ET
Accepted
Apr 22, 4:38 PM ET
Size
8.9 KB
Accession
0000947871-22-000476
Insider Transaction Report
Form 4
GMS Ventures & Investments
Director10% Owner
Transactions
- Other
Common Stock
2022-04-21+27,982,529→ 55,816,786 total(indirect: See Footnotes)
Sukhtian Faisal Ghiath
Director
Transactions
- Other
Common Stock
2022-04-21+27,982,529→ 55,816,786 total(indirect: See Footnotes)
Footnotes (3)
- [F1]On April 21, 2022, GMS Ventures & Investments ("GMS Ventures") entered into a share purchase agreement with BioLexis Pte Ltd. ("BioLexis"), pursuant to which, in connection with the transactions contemplated thereby (the "Restructuring"), GMS Ventures took direct ownership of the Issuer's shares that GMS Ventures and its affiliates (collectively, "GMS") indirectly held through its ownership in BioLexis. Upon the completion of the Restructuring, GMS will no longer be a shareholder in BioLexis. The transfer of the Issuer's shares to GMS Ventures in connection with the Restructuring occurred at the historic cost basis of GMS's investment in BioLexis for accounting purposes. The Reporting Persons hereby undertake to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the price at which the transfer was effected.
- [F2]These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.
- [F3]By virtue of the relationships described above in Footnote 2, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures 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"). The 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. 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.
Documents
Issuer
Outlook Therapeutics, Inc.
CIK 0001649989
Entity typeother
Related Parties
1- filerCIK 0001716033
Filing Metadata
- Form type
- 4
- Filed
- Apr 21, 8:00 PM ET
- Accepted
- Apr 22, 4:38 PM ET
- Size
- 8.9 KB