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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Outlook Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
69012T305 (CUSIP Number) |
04/10/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 69012T305 |
| 1 | Names of Reporting Persons
Sphera Funds Management Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,571,426.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
7.49 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 32,620,177 shares of Common Stock outstanding as of March 13, 2025, (as provided by the Issuer in its Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission (''SEC'') on March 28, 2025), and 1,714,284 warrants beneficially owned by the reporting persons as described in Item 4(a), with each warrant currently exercisable into one share of Common Stock.
SCHEDULE 13G
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| CUSIP No. | 69012T305 |
| 1 | Names of Reporting Persons
Sphera Global Healthcare GP Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,571,426.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.49 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 32,620,177 shares of Common Stock outstanding as of March 13, 2025, (as provided by the Issuer in its Rule 424(b)(3) prospectus filed with the SEC on March 28, 2025), and 1,714,284 warrants beneficially owned by the reporting persons as described in Item 4(a), with each warrant currently exercisable into one share of Common Stock.
SCHEDULE 13G
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| CUSIP No. | 69012T305 |
| 1 | Names of Reporting Persons
Sphera Global Healthcare Management LP. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
ISRAEL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,571,426.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.49 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage reported in Item 11 is based on 32,620,177 shares of Common Stock outstanding as of March 13, 2025, (as provided by the Issuer in its Rule 424(b)(3) prospectus filed with the SEC on March 28, 2025), and 1,714,284 warrants beneficially owned by the reporting persons as described in Item 4(a), with each warrant currently exercisable into one share of Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Outlook Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
111 S. Wood Avenue, Unit #100, Iselin, New Jersey, 08830 | |
| Item 2. | ||
| (a) | Name of person filing:
Sphera Funds Management Ltd.
Sphera Global Healthcare GP Ltd.
Sphera Global Healthcare Management LP | |
| (b) | Address or principal business office or, if none, residence:
Address of the Principal Business Office of each of the reporting persons is: 4 Itzhak Sade, Building A, 29th Floor, Tel Aviv 6777504, Israel | |
| (c) | Citizenship:
Each of the reporting person is organized under the laws of the State of Israel | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
69012T305 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Incorporated by reference to Item 9 of the cover page of each reporting person.
The securities reported herein by Sphera Funds Management Ltd., Sphera Global Healthcare GP Ltd. and Sphera Global Healthcare Management LP are beneficially owned as follows:
(1) 128,571 shares of Common Stock and 257,142 warrants each of which is currently exercisable into one share of Common Stock, which together represent a total of 1.12% of the total shares of Common Stock outstanding, are held directly by Sphera Global Healthcare Master Fund, which has delegated its investment management authority to Sphera Global Healthcare Management LP (the ''Management Company'').
(2) 728,571 shares of Common Stock and 1,457,142 warrants each of which is currently exercisable into one share of Common Stock, which together represent a total of 6.37% of the total Common Shares outstanding, are held directly by Sphera Biotech Master Fund, L.P., which has delegated its investment management authority to the Management Company.
The Management Company is managed, controlled and operated by its general partner, Sphera Global Healthcare GP Ltd., the shares of which are owned 90% by Sphera Funds Management Ltd.
This Statement shall not be construed as an admission by any of the reporting persons that it is the beneficial owner of any of the securities covered by this statement, and each reporting person disclaims beneficial ownership of any such securities. In addition, the reporting persons and other entities named in this Schedule 13G may be deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each of the reporting persons and other entities named in this Schedule 13G disclaims the existence of any such group. | |
| (b) | Percent of class:
Incorporated by reference to Item 11 of the cover page for each reporting person.
Percentage reported in Item 11 for each reporting person is based on 32,620,177 shares of Common Stock outstanding as of March 13, 2025, (as provided by the Issuer in its Rule 424(b)(3) prospectus filed with the SEC on March 28, 2025), and 1,714,284 warrants beneficially owned by the reporting persons as described in Item 4(a), with each warrant currently exercisable into one share of Common Stock. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Incorporated by reference to Item 5 of the cover page for each reporting person. | ||
| (ii) Shared power to vote or to direct the vote:
Incorporated by reference to Item 6 of the cover page for each reporting person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Incorporated by reference to Item 7 of the cover page for each reporting person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Incorporated by reference to Item 8 of the cover page for each reporting person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
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.
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Exhibit Information
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Exhibit 1: Joint Filing Agreement by and among the reporting persons |
Exhibit 1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree
that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Outlook Therapeutics, Inc. (the “Issuer”); each of them is responsible for the timely
filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf
of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as
an exhibit to such Schedule 13G and any amendments thereto.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
March 3, 2025
| Sphera Funds Management Ltd. |
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| /s/ Adi Hanetz | ||
| By: Adi Hanetz |
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| Title: General Counsel |
| Sphera Global Healthcare GP Ltd. |
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| /s/ Adi Hanetz | ||
| By: Adi Hanetz |
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| Title: General Counsel |
| Sphera Global Healthcare Management LP |
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| /s/ Adi Hanetz | ||
| By: Adi Hanetz |
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| Title: General Counsel |