Syntone Ventures LLC Amends Stake in Outlook Therapeutics

TL;DR

Syntone Ventures LLC just updated their 13D filing for Outlook Therapeutics, Inc. - big changes coming?

AI Summary

Syntone Ventures LLC, through an amendment filed on April 17, 2024, has updated its Schedule 13D regarding Outlook Therapeutics, Inc. The filing indicates a change in beneficial ownership, with Syntone Ventures LLC now holding a significant stake in the company. This amendment reflects recent transactions or changes in their investment strategy concerning Outlook Therapeutics.

Why It Matters

This filing signals a potential shift in control or influence over Outlook Therapeutics, which could impact the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty and potential volatility.

Key Players & Entities

• Syntone Ventures LLC (company) — Filing entity
• Outlook Therapeutics, Inc. (company) — Subject company
• 781-308-0823 (phone_number) — Contact number for Syntone Ventures LLC

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securiti
• $7.00 — 1,071,429 Shares at a purchase price of $7.00 per Share and accompanying Warrant, for
• $5.0 m — proceeds to the Issuer of approximately $5.0 million, which closed on April 15, 2024 (
• $7.70 — ave a per share exercise price equal to $7.70 and will expire on April 15, 2029. The

Filing Documents

• tm2412152d1_sc13da.htm (SC 13D/A) — 61KB
• tm2412152d1_ex1.htm (EX-99.1) — 6KB
• 0001104659-24-048469.txt ( ) — 69KB

is hereby amended to add disclosure as follows

Item 3 is hereby amended to add disclosure as follows: On January 22, 2024, the Issuer entered into a Securities Purchase Agreement with Syntone (the “ January 2024 SPA ”), pursuant to which the Issuer agreed to sell and issue, in a private placement, an aggregate of 714,286 Shares and Warrants to purchase 1,071,429 Shares at a purchase price of $7.00 per Share and accompanying Warrant, for gross proceeds to the Issuer of approximately $5.0 million, which closed on April 15, 2024 (the “ April 2024 Private Placement ”). The Warrants have a per share exercise price equal to $7.70 and will expire on April 15, 2029. The source of funds for such purchase was a capital contribution made to Syntone by the Manager, the source of funds of which were from the working capital of Syntone Technology. In connection with the entry into the January 2024 SPA, the Issuer also entered into a Registration Rights Agreement with Syntone. Pursuant to the January 2024 Registration Rights Agreement, the Issuer is required to prepare and file one or more registration statements with the SEC to register for resale the securities issued in the April 2024 Private Placement. The Issuer agreed to be responsible for all fees and expenses incurred in connection with the registration of such securities. In addition, the Issuer granted Syntone customary indemnification rights in connection with any registration connection with any registration statement filed pursuant to the Registration Rights Agreement. 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 shares issuable in the Apr

is amended to add disclosure as follows

Item 5 is amended to add disclosure as follows: (a)–(b) As of the date of this filing, Syntone Ventures owns a total of 2,776,867 Shares. Based upon 23,298,495 Shares outstanding immediately following the April 2024 Private Placement, as confirmed by the Issuer, plus 1,071,429 Shares underlying the Warrants, this represents approximately 11.4% of the issued and outstanding Shares pursuant to Rule 13d-3 under the Securities Act. The Manager holds a controlling interest in Syntone and is a wholly-owned subsidiary of Syntone Technologies. By virtue of such relationships, the Manger and Syntone Technologies each may be deemed to beneficially own the securities held by Syntone for purposes of Rule 13d-3 under the Exchange Act. This represents approximately 11.4% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Exchange Act. Accordingly, as of the date hereof, none of the Reporting Persons holds sole voting power or sole dispositive power as to any Shares and each of the Reporting Persons holds shared voting power and shared dispositive power as to 2,776,867 Shares. (c) Other than the April 2024 Private Placement, no additional transactions in the Shares were effected during the past 60 days by the Reporting Persons. (d) Not applicable. (e) Not applicable.

is hereby amended to amend Exhibit 1 and add Exhibits 6, 7 and

Item 7 is hereby amended to amend Exhibit 1 and add Exhibits 6, 7 and 8 as follows Item 7. Material to be Filed as Exhibits Exhibit Description 1. Joint Filing Agreement among Syntone Ventures LLC, Syntone LLC and Syntone Technologies Co., Ltd., dated as of April 17, 2024. 6. Securities Purchase Agreement, dated January 22, 2024, by and between the Issuer and Syntone (incorporated by reference to Exhibit 10.4 to the Issuer’s Form 8-K, filed with the SEC on January 24, 2024). 7. Registration Rights Agreement, dated January 22, 2024, by and between the Issuer and Syntone (incorporated by reference to Exhibit 10.5 to the Issuer’s Form 8-K, filed with the SEC on January 24, 2024). 8. Form of Support Agreement, dated as of January 22, 2024, by and between the Issuer and certain stockholders named therein (incorporated by reference to Exhibit 10.2 to the Issuer’s Form 8-K, filed with the SEC on January 24, 2024).

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: April 17, 2024 SYNTONE VENTURES LLC By: /s/ Jiahui Zheng Name: Jiahui Zheng Title: Attorney-in-Fact SYNTONE LLC By: /s/ Jiahui Zheng Name: Jiahui Zheng Title: Attorney-in-Fact SYNTONE TECHNOLOGIES CO., LTD. By: /s/ Jiahui Zheng Name: Jiahui Zheng Title: Attorney-in-Fact

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