Filing Details

Accession Number:
0001104659-23-122020
Form Type:
13D Filing
Publication Date:
2023-11-28 19:00:00
Filed By:
Tenshi Healthcare Pte. Ltd.
Company:
Outlook Therapeutics Inc.
Filing Date:
2023-11-29
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Tenshi Healthcare Pte. Ltd 0 19,351,493 0 19,351,493 19,351,493 7.4%
Arun Kumar Pillai 0 19,351,493 0 19,351,493 19,351,493 7.4%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 18)*

 

Outlook Therapeutics, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

69012T 206

(CUSIP Number)

 

Tenshi Healthcare Pte. Ltd.

36 Robinson Road

#13-01 City House

Singapore, 068877

Attn: Executive Director

Telephone: +962 6 582 7999 (ext. 1104)

 

with a copy to:

 

Goodwin Procter LLP

Three Embarcadero Center

San Francisco, California 94111

Attn: Marianne Sarrazin

(415) 733-6134

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 10, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP  69012T 206 13D Page 1 of 6

 

1.

Names of Reporting Persons

Tenshi Healthcare Pte. Ltd.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) x

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

WC

5. CHECK B IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

Singapore

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

19,351,493

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

19,351,493

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,351,493

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.4% (1)

14.

TYPE OF REPORTING PERSON

IV

         
(1) This percentage is calculated based upon 260,245,017 Shares outstanding as of August 10, 2023, based on Outlook Therapeutics, Inc.’s, a Delaware corporation (the “Issuer”), Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.  “Shares” means shares of common stock, par value $0.01 per share (the “Shares”), of the Issuer.

 

 

 

 

CUSIP  69012T 206 13D Page 2 of 6

 

1.

Names of Reporting Persons

Arun Kumar Pillai

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) x

3. SEC USE ONLY
4.

SOURCE OF FUNDS

 

N/A

5. CHECK B IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)  ¨
6.

CITIZENSHIP OR PLACE OF ORGANIZATION

India

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH:

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

19,351,493

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

19,351,493

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

19,351,493

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.4% (1)

14.

TYPE OF REPORTING PERSON

IN

         
(1) This percentage is calculated based upon 260,245,017 Shares outstanding as of August 10, 2023, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.

 

 

 

 

CUSIP  69012T 206 13D Page 3 of 6

 

This Amendment No. 18 (“Amendment No. 18”) to Schedule 13D supplements and amends the statement on Schedule 13D of Tenshi Healthcare Pte. Ltd. (formerly known as BioLexis Pte. Ltd.), a Singapore private limited company (“Tenshi Healthcare”) and Arun Kumar Pillai (“Kumar”) originally filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2017, and amended by Amendment Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 thereto, filed with the SEC on each of November 1, 2017, June 25, 2018, July 20, 2018, November 9, 2018, January 3, 2019, February 5, 2019, April 17, 2019, June 19, 2019, December 30, 2019, January 31, 2020, February 27, 2020, March 24, 2020, February 2, 2021, December 1, 2021, February 1, 2022, April 22, 2022 and July 8, 2022, respectively (together, as so amended, the “Schedule 13D”). Except as otherwise specified in this Amendment No. 18, all items in the Schedule 13D remain unchanged. All capitalized terms used herein and not otherwise defined have the meanings ascribed to such terms in the Schedule 13D

 

The Reporting Persons are filing this Amendment No. 18 to report certain changes in their beneficial ownership of Shares of the Issuer as a result of the sale of an aggregate 3,631,036 Shares of the Issuer as described in Item 4 of this Schedule 13D.

 

Item 4. Purpose of Transaction.

 

The response to Item 4 in the Schedule 13D is hereby amended to add the following after the last paragraph:

 

Between May 23, 2023 and November 28, 2023, the Reporting Persons sold an aggregate 3,631,036 Shares of the Issuer’s common stock in open market transactions for aggregate gross proceeds of $4,891,998.91 as follows:

 

Date of

Transaction

 

Number

of Shares Sold

  

Price

per Share

   Gross
Proceeds
   Nature of Transaction
May 23, 2023   67,831   $1.61546   $109,578.27   Open market sale
May 24, 2023   12,609   $1.55896   $19,656.93   Open market sale
May 31, 2023   150,897   $1.52447   $230,037.95   Open market sale
June 1, 2023   250,000   $1.60979   $402,447.50   Open market sale
June 2, 2023   142,943   $1.57794   $225,555.48   Open market sale
June 5, 2023   447,619   $1.78186   $797,594.39   Open market sale
June 6, 2023   157,625   $1.84686   $291,111.31   Open market sale
June 7, 2023   425,509   $1.88359   $801,484.50   Open market sale
June 8, 2023   500,000   $1.75177   $875,885.00   Open market sale
June 13, 2023   400,000   $1.62540   $650,160.00   Open market sale
November 10, 2023   100,000   $0.41300   $41,300.00   Open market sale
November 15, 2023   163,918   $0.45000   $73,772.30   Open market sale
November 16, 2023   23,178   $0.45000   $10,430.10   Open market sale
November 17, 2023   100,000   $0.45100   $45,070.00   Open market sale
November 17, 2023   104,904   $0.45000   $47,206.80   Open market sale
November 20, 2023   47,000   $0.46100   $21,667.00   Open market sale
November 20, 2023   100,000   $0.46020   $46,020.00   Open market sale
November 22, 2023   5,758   $0.46000   $2,648.68   Open market sale
November 24, 2023   231,245   $0.46000   $106,372.70   Open market sale
November 27, 2023   100,000   $0.47000   $47,000.00   Open market sale
November 28, 2023   100,000   $0.47000   $47,000.00   Open market sale
Total   3,631,036        $4,891,998.91    

 

 

 

 

CUSIP  69012T 206 13D Page 4 of 6

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read:

 

  (a)–(b)  

 

The aggregate percentage of Shares reported owned by each Reporting Person named herein is based upon 260,245,017 outstanding Shares, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.

 

A.Tenshi Healthcare

 

(a)As of the date hereof, Tenshi Healthcare directly owns a total of 19,351,493 Shares. This represents approximately 7.4% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 19,351,493
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 19,351,493

 

B.Kumar

 

(a)Kumar is the holder of a controlling interest in Tenshi, which is the sole beneficial owner of Tenshi Healthcare. By virtue of such relationship, Kumar may be deemed to beneficially own 19,351,493 Shares held by Tenshi Healthcare for purposes of Rule 13d-3 under the Exchange Act. This represents approximately 7.4% of the outstanding Shares calculated pursuant to Rule 13d-3 under the Exchange Act.

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 19,351,493
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 19,351,493

 

(c) Other than as described in Item 4 (which is incorporated herein by reference), during the past sixty (60) days the Reporting Persons have not effected any transactions in the Shares.
   
(d) Not applicable.

 

(e) Not applicable

 

 

 

 

CUSIP  69012T 206 13D Page 5 of 6

 

Item 7. Material to be Filed as Exhibits

 

Exhibit Description

 

1. Joint Filing Agreement, among Tenshi Healthcare Pte. Ltd. and Arun Kumar Pillai dated November 29, 2023 (filed herewith).
   
2.

Power of Attorney by Tenshi Healthcare Pte. Ltd. (formerly known as BioLexis Healthcare Pte. Ltd.) dated as of December 30, 2019 (incorporated by reference to Exhibit 24.4 to the Form 4 filed with the SEC on January 29, 2020). 

   
3.

Power of Attorney by Arun Kumar Pillai dated as of December 30, 2019 (incorporated by reference to Exhibit 24.4 to the Form 4 filed by Arun Kumar Pillai with the SEC on January 29, 2020). 

 

 

 

 

CUSIP  69012T 206 13D Page 6 of 6

 

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: November 29, 2023

 

  Tenshi Healthcare Pte. Ltd.
   
  By: /s/ Lawrence A. Kenyon
  Name:   Lawrence A. Kenyon
  Title: Attorney-in-Fact
     
  Arun Kumar Pillai
   
  By: /s/ Lawrence A. Kenyon
  Name: Lawrence A. Kenyon
  Title: Attorney-in-Fact