UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 19)*

 

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)

 

January 25, 2024

(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 

16,637,024

 
9.

SOLE DISPOSITIVE POWER

0

 
10.

SHARED DISPOSITIVE POWER

16,637,024

 
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,637,024

 
12.

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

¨

 
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4% (1)

 
14.

TYPE OF REPORTING PERSON

IV

 
               

(1)This percentage is calculated based upon 260,257,517 Shares outstanding as of January 10, 2024, based on Outlook Therapeutics, Inc.’s, a Delaware corporation (the “Issuer”), Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission on January 24, 2024.  “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

16,637,024

 
9.

SOLE DISPOSITIVE POWER

0

 
10.

SHARED DISPOSITIVE POWER

16,637,024

 
11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,637,024

 
12.

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

¨

 
13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.4% (1)

 
14.

TYPE OF REPORTING PERSON

IN

 
               

(1)This percentage is calculated based upon 260,257,517 Shares outstanding as of January 10, 2024, based on the Issuer’s Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission on January 24, 2024.

 

 

 

 

CUSIP  69012T 206 13D Page 3 of 6

 

This Amendment No. 19 (“Amendment No. 19”) 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, 17 and 18 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, July 8, 2022 and November 29, 2023, respectively (together, as so amended, the “Schedule 13D”). Except as otherwise specified in this Amendment No. 19, 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. 19 to report certain changes in their beneficial ownership of Shares of the Issuer as a result of the sale of an aggregate 2,714,469 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 November 28, 2023 and January 30, 2024, the Reporting Persons sold an aggregate 2,714,469 Shares of the Issuer’s common stock in open market transactions for aggregate gross proceeds of $1,290,131,39 as follows:

 

Date of

Transaction

Number

of Shares Sold

Price

per Share

Gross Proceeds Nature of Transaction
November 28, 2023 100,000 $0.47720 $47,720.00 Open market sale
November 29, 2023 65,044 $0.48010 $31,227.62 Open market sale
November 29, 2023 200,000 $0.48129 $96,258.00 Open market sale
November 30, 2023 167,958 $0.48036 $80,680.30 Open market sale
November 30, 2023 134,956 $0.48060 $64,859.85 Open market sale
December 1, 2023 61,283 $0.48000 $29,415.84 Open market sale
December 5, 2023 34,015 $0.45370 $15,432.61 Open market sale
December 6, 2023 207,062 $0.45000 $93,177.90 Open market sale
December 8, 2023 700 $0.45000 $315.00 Open market sale
December 20, 2023 208,306 $0.45220 $94,195.97 Open market sale
December 22, 2023 6,034 $0.45000 $2,715.30 Open market sale
December 27, 2023 80,606 $0.48010 $38,698.94 Open market sale
December 27, 2023 112,861 $0.49410 $55,764.62 Open market sale
December 28, 2023 57,606 $0.45540 $26,233.77 Open market sale
December 29, 2023 32,088 $0.45520 $14,606.46 Open market sale
December 29, 2023 19,105 $0.45460 $8,685.13 Open market sale
January 23, 2024 123,289 $0.48820 $60,189.69 Open market sale
January 23, 2024 100,000 $0.50930 $50,930.00 Open market sale
January 23, 2024 100,000 $0.50030 $50,030.00 Open market sale
January 24, 2024 116,220 $0.45000 $52,299.00 Open market sale
January 24, 2024 427,600 $0.50200 $214,655.20 Open market sale
January 25, 2024 210,880 $0.45010 $94,917.09 Open market sale
January 25, 2024 98,500 $0.45140 $44,462.90 Open market sale
January 30, 2024 50,356 $0.45000 $22,660.20 Open market sale
Total 2,714,469   $1,290,131,39  

 

 

 

 

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 260,257,517 outstanding Shares, as set forth in the Issuer’s Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission on January 24, 2024.

 

A.Tenshi Healthcare

 

(a)As of the date hereof, Tenshi Healthcare directly owns a total of 16,637,024 Shares. This represents approximately 6.4% 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: 16,637,024
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 16,637,024

 

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 16,637,024 Shares held by Tenshi Healthcare for purposes of Rule 13d-3 under the Exchange Act. This represents approximately 6.4% 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: 16,637,024
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 16,637,024

 

(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 January 31, 2024 (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: January 31, 2024

 

  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
         

 

 

 

 

EXHIBIT 1

  

JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Statement on Schedule 13D, dated January 31, 2024 (the “Schedule 13D”), with respect to the common stock, par value $0.01 per share, of Outlook Therapeutics, Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Joint Filing Agreement (this “Agreement”) shall be included as an Exhibit to the Schedule 13D. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 31st day of January, 2024.

 

  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