06/01/2026 | Press release | Distributed by Public on 06/01/2026 19:30
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Sukhtian Ghiath M. 7TH CIRCLE, ZAHRAN ST. ZAHRAN PLAZA BUILDING, 4TH FLOOR AMMAN 11844 |
X | X | ||
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GMS Ventures & Investments C/O INTERTRUST CORP. SVCS. (CAYMAN) LTD. 190 ELGIN AVENUE GEORGE TOWN KY1-9007 |
X | X | ||
| /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 |
| * | 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. |