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. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
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| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS
WC |
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| 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 |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER 0 |
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| 8. | SHARED VOTING POWER 19,351,493 |
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| 9. | SOLE DISPOSITIVE POWER 0 |
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| 10. | SHARED DISPOSITIVE POWER 19,351,493 |
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| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,351,493 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% (1) |
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| 14. | TYPE OF REPORTING PERSON IV |
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| (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 |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨ (b) x |
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| 3. | SEC USE ONLY | |||
| 4. | SOURCE OF FUNDS
N/A |
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| 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 |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. | SOLE VOTING POWER 0 |
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| 8. | SHARED VOTING POWER 19,351,493 |
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| 9. | SOLE DISPOSITIVE POWER 0 |
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| 10. | SHARED DISPOSITIVE POWER 19,351,493 |
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| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,351,493 |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨ |
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% (1) |
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| 14. | TYPE OF REPORTING PERSON IN |
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| (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 | |
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this Statement on Schedule 13D, dated November 29, 2023 (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 29th day of November, 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 | |