GMS Ventures & Investments Amends Outlook Therapeutics Filing

TL;DR

GMS Ventures & Investments updated their stake in Outlook Therapeutics (OTLK) on 3/20/24. Check filings for details.

AI Summary

GMS Ventures & Investments, through Ghiath M. Sukhtian, has amended its Schedule 13D filing for Outlook Therapeutics, Inc. on March 20, 2024. This filing indicates a change in beneficial ownership, though specific new holdings or changes in percentage are not detailed in this excerpt. The filing relates to Outlook Therapeutics, Inc., a company focused on biological products.

Why It Matters

This amendment signals a potential shift in the ownership structure or investment strategy of a significant shareholder in Outlook Therapeutics, which could impact the company's stock performance and future direction.

Risk Assessment

Risk Level: medium — Amendments to 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased volatility.

Key Numbers

• 20240320 — Filing Date (Date of the amendment filing)

Key Players & Entities

• GMS Ventures & Investments (company) — Filing entity
• Ghiath M. Sukhtian (person) — Associated with filing entity
• Outlook Therapeutics, Inc. (company) — Subject company
• Intertrust Corporate Services (Cayman) Limited (company) — Agent for filing entity

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $60 million — ors agreed to purchase, an aggregate of $60 million in Shares (the " Private Placement Shar
• $7 — companying Private Placement Warrant of $7.00, for an aggregate purchase price of
• $16,140,000 — .00, for an aggregate purchase price of $16,140,000 (the " March 2024 Share Purchase "). Th
• $7.70 — ave a per share exercise price equal to $7.70 and will expire on March 18, 2029. Ite

Filing Documents

• ss3153634_sc13da.htm (SC 13D/A) — 67KB
• ss3153634_ex9901.htm (EX-99.1) — 5KB
• 0000947871-24-000292.txt ( ) — 73KB

of the Schedule 13D is hereby amended to add the following after

Item 4 of the Schedule 13D is hereby amended to add the following after the last paragraph: On March 18, 2024, the Issuer closed the sale of an aggregate of 8,571,423 Shares and Warrants to acquire an aggregate of 12,857,133 Shares to certain institutional and accredited investors (the " Investors ") in a private placement transaction (the " March 2024 Private Placement "). As part of the March 2024 Private Placement, on January 22, 2024, the Issuer entered into a securities purchase agreement (the " January 2024 SPA ") with the Investors, including GMS Ventures, pursuant to which the Issuer agreed to sell, and the Investors agreed to purchase, an aggregate of $60 million in Shares (the " Private Placement Shares "), and, for each Private Placement Share, accompanying Warrants to purchase up to one and a half Shares (the " Private Placement Warrants "), subject to customary closing conditions. GMS Ventures purchased 2,305,714 Private Placement Shares and 3,458,571 Private Placement Warrants in the March 2024 Private Placement, at a purchase price per Private Placement Share and accompanying Private Placement Warrant of $7.00, for an aggregate purchase price of $16,140,000 (the " March 2024 Share Purchase "). The Private Placement Warrants have a per share exercise price equal to $7.70 and will expire on March 18, 2029. Item 5. Interest in Securities of the Issuer

of the Schedule 13D

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read: (a)–(b) The following disclosure is based upon 21,584,256 Shares outstanding immediately following the March 2024 Private Placement, as confirmed by the Issuer, plus 3,458,571 Shares underlying the Private Placement Warrants . A. GMS Ventures: (a) As of the date hereof, GMS Ventures directly owns 5,808,074 Shares and Warrants to purchase 3,458,571 Shares, representing a total of 9,266,645 Shares beneficially owned by GMS Ventures. This represents approximately 37.0% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Act. (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 9,266,645 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 9,266,645 Page 4 of 7 Pages B. Sukhtian: (a) 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 37.0% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Act. (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 9,266,645 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 9,266,645 (c) The description of the March 2024 Share Purchase in Item 4 is incorporated herein by reference. Other than the March 2024 Share Purchase, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer

of the Schedule 13D is hereby amended to add the following

Item 6 of the Schedule 13D is hereby amended to add the following after the last paragraph: January 2024 Share Purchase Agreement

above summarizes certain provisions of the January

Item 4 above summarizes certain provisions of the January 2024 SPA and is incorporated herein by reference. In addition to provisions relating to the March 2024 Share Purchase, the January 2024 SPA includes provisions in which the Issuer agreed to submit to its stockholders, in connection with its 2024 annual meeting of stockholders, (i) a proposal to amend its certificate of incorporation to increase the number of authorized Shares by at least a number of Shares sufficient to issue the Private Placement Shares and the Shares issuable upon exercise of the Private Placement Warrants, (ii) a proposal to authorize the Board of Directors of the Issuer to implement a reverse stock split of the Shares within a range of between 1-for-10 to 1-for-25, and (iii) a proposal to approve the issuance of the Private Placement Shares and Private Placement Warrants in the March 2024 Private Placement pursuant to Nasdaq Listing Rule 5635(d) (such proposals, together, the " Proposals "). The closing of the March 2024 Private Placement was conditioned on obtaining stockholder approval of the Proposals. As reported in the Issuer's Current Report on Form 8-K filed on March 7, 2024, the Proposals were approved by the Issuer's stockholders. With respect to the reverse stock split, the Issuer agreed in the January 2024 SPA to implement such reverse stock split within five trading days following the relevant stockholder approval, and the Board approved a reverse stock split of 1-for-20 after receipt of the necessary stockholder approval. January 2024 Support Agreements In connection with the execution of the January 2024 SPA, the Issuer entered into stockholder support agreements (the " January 2024 Support Agreements ") with all members of the Board of Directors of the Issuer, as well as certain investors, including GMS Ventures. The January 2024 Support Agreement entered into by GMS Ventures provides that, among other things, GMS Ventures would vote (or cause to be voted) in favor of t

Signatures

Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 20, 2024 GMS Ventures and Investments By: /s/ Lawrence A. Kenyon Name: Lawrence A. Kenyon Title: Attorney-in-Fact Ghiath M. Sukhtian By: /s/ Lawrence A. Kenyon Name: Lawrence A. Kenyon Title: Attorney-in-Fact Page 7 of 7 Pages

View Full Filing

View this SC 13D/A filing on SEC EDGAR