Outlook Therapeutics Inc.

06/01/2026 | Press release | Distributed by Public on 06/01/2026 19:30

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Sukhtian Ghiath M.
2. Issuer Name and Ticker or Trading Symbol
Outlook Therapeutics, Inc. [OTLK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
7TH CIRCLE, ZAHRAN ST., ZAHRAN PLAZA BUILDING, 4TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026
(Street)
AMMAN 11844
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/28/2026 P 8,539,709(1) A $0.5855 22,092,068 I See footnote(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $2.26 05/28/2026 H(4) 3,458,571 01/17/2025 01/17/2030 Common Stock 3,458,571 (4) 0 I See footnote(2)(3)
Warrants (right to buy) $0.5855 05/28/2026 P(4) 3,458,571 01/17/2025 01/17/2030 Common Stock 3,458,571 (4) 3,458,571 I See footnote(2)(3)
Warrants (right to buy) $2.26 05/28/2026 H(5) 3,458,571 03/11/2025 03/11/2030 Common Stock 3,458,571 (5) 0 I See footnote(2)(3)
Warrants (right to buy) $0.5855 05/28/2026 P(5) 3,458,571 03/11/2025 03/11/2030 Common Stock 3,458,571 (5) 3,458,571 I See footnote(2)(3)
Warrants (right to buy) $1.40 05/28/2026 H(6) 8,571,428 05/27/2025 05/27/2030 Common Stock 8,571,428 (6) 0 I See footnote(2)(3)
Warrants (right to buy) $0.5855 05/28/2026 P(6) 8,571,428 05/27/2025 05/27/2030 Common Stock 8,571,428 (6) 8,571,428 I See footnote(2)(3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sukhtian Ghiath M.
7TH CIRCLE, ZAHRAN ST.
ZAHRAN PLAZA BUILDING, 4TH FLOOR
AMMAN 11844
X X
GMS Ventures & Investments
C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD.
190 ELGIN AVENUE
GEORGE TOWN KY1-9007
X X

Signatures

/s/ Ghiath M. Sukhtian, By: Lawrence Kenyon, Attorney-in-Fact 06/01/2026
**Signature of Reporting Person Date
/s/ GMS Ventures and Investments, By: Lawrence Kenyon, Attorney-in-Fact 06/01/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 28, 2026, GMS Ventures and Investments ("GMS Ventures") entered into a securities purchase agreement with Outlook Therapeutics, Inc. (the "Issuer") pursuant to which the Issuer agreed to issue and sell 8,539,709 shares of the Issuer's common stock at $0.5855 per share in a registered direct offering for a total purchase price of approximately $5.0 million.
(2) 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.
(3) 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 owners of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
(4) The transactions reported in Table II above involved the amendment of the outstanding Tranche A warrants issued on January 16, 2025 to reduce the exercise price from $2.26 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.
(5) The transactions reported in Table II above involved the amendment of the outstanding Tranche B warrants issued on January 16, 2025 to reduce the exercise price from $2.26 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.
(6) The transactions reported in Table II above involved the amendment of the outstanding warrants issued on May 27, 2025 to reduce the exercise price from $1.40 per share to $0.5855 per share. The amendment is reported above as the cancellation of the old warrant and the acquisition of a new one.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Outlook Therapeutics Inc. published this content on June 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on June 02, 2026 at 01:30 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]