4//SEC Filing
Sukhtian Ghiath M. 4
Accession 0000947871-24-000291
CIK 0001649989other
Filed
Mar 19, 8:00 PM ET
Accepted
Mar 20, 5:20 PM ET
Size
11.8 KB
Accession
0000947871-24-000291
Insider Transaction Report
Form 4
GMS Ventures & Investments
Director10% Owner
Transactions
- Award
Common Stock
2024-03-18+2,305,714→ 5,808,074 total(indirect: See footnote) - Award
Warrants (right to buy)
2024-03-18+3,458,571→ 3,458,571 total(indirect: See footnote)Exercise: $7.70From: 2024-03-18Exp: 2029-03-18→ Common Stock (3,458,571 underlying)
Sukhtian Ghiath M.
Director10% Owner
Transactions
- Award
Common Stock
2024-03-18+2,305,714→ 5,808,074 total(indirect: See footnote) - Award
Warrants (right to buy)
2024-03-18+3,458,571→ 3,458,571 total(indirect: See footnote)Exercise: $7.70From: 2024-03-18Exp: 2029-03-18→ Common Stock (3,458,571 underlying)
Footnotes (4)
- [F1]Acquired in a private placement transaction pursuant to the terms of the Securities Purchase Agreement (the "SPA"), dated as of January 22, 2024, between Outlook Therapeutics, Inc. (the "Issuer") and certain institutional and accredited investors, including GMS Ventures and Investments ("GMS Ventures"), pursuant to which the Issuer sold shares of common stock, and, for each such share of common stock, accompanying warrants to purchase up to one and a half shares of common stock, at a purchase price of $7.00 per share and accompanying warrant. Under the SPA, the purchase by GMS Ventures of 2,305,714 shares of common stock and warrants to acquire 3,458,571 shares of common stock closed on March 18, 2024.
- [F2]Effective March 14, 2024, every 20 issued and outstanding shares of the Issuer's common stock was automatically combined into one issued and outstanding share of the Issuer's common stock (the "Reverse Stock Split"). Prior to the Reverse Stock Split, GMS Ventures held 70,047,204 shares of common stock and, as a result of the Reverse Stock Split, such shares of common stock became 3,502,360 shares of common stock.
- [F3]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.
- [F4]By virtue of the relationships described above in Footnote 3, 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 0001717441
Filing Metadata
- Form type
- 4
- Filed
- Mar 19, 8:00 PM ET
- Accepted
- Mar 20, 5:20 PM ET
- Size
- 11.8 KB