Home/Filings/4/0000947871-25-000062
4//SEC Filing

Sukhtian Ghiath M. 4

Accession 0000947871-25-000062

CIK 0001649989other

Filed

Jan 21, 7:00 PM ET

Accepted

Jan 22, 4:11 PM ET

Size

18.9 KB

Accession

0000947871-25-000062

Insider Transaction Report

Form 4
Period: 2024-01-17
Sukhtian Ghiath M.
Director10% Owner
Transactions
  • Exercise/Conversion

    Warrants (right to buy)

    2025-01-173,458,5710 total(indirect: See footnote)
    Exercise: $2.51From: 2024-03-18Exp: 2029-03-18Common Stock (3,458,571 underlying)
  • Award

    Warrants (right to buy)

    2025-01-17+3,458,5713,458,571 total(indirect: See footnote)
    Exercise: $2.26Common Stock (3,458,571 underlying)
  • Disposition to Issuer

    Warrants (right to buy)

    2025-01-173,458,5710 total(indirect: See footnote)
    Exercise: $7.70From: 2024-03-18Exp: 2029-03-18Common Stock (3,458,571 underlying)
  • Award

    Warrants (right to buy)

    2025-01-17+3,458,5713,458,571 total(indirect: See footnote)
    Exercise: $2.51From: 2024-03-18Exp: 2029-03-18Common Stock (3,458,571 underlying)
  • Award

    Warrants (right to buy)

    2025-01-17+3,458,5713,458,571 total(indirect: See footnote)
    Exercise: $2.26From: 2025-01-17Exp: 2030-01-17Common Stock (3,458,571 underlying)
Transactions
  • Award

    Warrants (right to buy)

    2025-01-17+3,458,5713,458,571 total(indirect: See footnote)
    Exercise: $2.51From: 2024-03-18Exp: 2029-03-18Common Stock (3,458,571 underlying)
  • Award

    Warrants (right to buy)

    2025-01-17+3,458,5713,458,571 total(indirect: See footnote)
    Exercise: $2.26Common Stock (3,458,571 underlying)
  • Exercise/Conversion

    Warrants (right to buy)

    2025-01-173,458,5710 total(indirect: See footnote)
    Exercise: $2.51From: 2024-03-18Exp: 2029-03-18Common Stock (3,458,571 underlying)
  • Award

    Warrants (right to buy)

    2025-01-17+3,458,5713,458,571 total(indirect: See footnote)
    Exercise: $2.26From: 2025-01-17Exp: 2030-01-17Common Stock (3,458,571 underlying)
  • Disposition to Issuer

    Warrants (right to buy)

    2025-01-173,458,5710 total(indirect: See footnote)
    Exercise: $7.70From: 2024-03-18Exp: 2029-03-18Common Stock (3,458,571 underlying)
Footnotes (4)
  • [F1]Pursuant to the terms of a warrant exercise inducement offer letter agreement, dated as of January 16, 2025, by and between Outlook Therapeutics, Inc. (the "Issuer") and GMS Ventures and Investments ("GMS Ventures"), GMS Ventures agreed to exercise its existing warrant to purchase shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), at a reduced exercise price of $2.51 per share in exchange for the Issuer's agreement to issue new warrants to purchase 6,917,142 shares of Common Stock.
  • [F2]This warrant will be exercisable upon the effective date (the "Effective Date") of an amendment to the Issuer's Certificate of Incorporation increasing the number of authorized shares of Common Stock issuable thereunder and will expire five years following the Effective Date.
  • [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

1 file

Issuer

Outlook Therapeutics, Inc.

CIK 0001649989

Entity typeother

Related Parties

1
  • filerCIK 0001717441

Filing Metadata

Form type
4
Filed
Jan 21, 7:00 PM ET
Accepted
Jan 22, 4:11 PM ET
Size
18.9 KB