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. ¨
* 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 NO: 69012T 206
|
|
Page
2 of 13
|
1.
|
Names of Reporting Persons
Syntone Ventures LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3.
|
SEC USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
7.
|
SOLE VOTING POWER
0
|
8.
|
SHARED VOTING POWER
16,000,000
|
9.
|
SOLE DISPOSITIVE POWER
0
|
10.
|
SHARED DISPOSITIVE POWER
16,000,000
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
16,000,000
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
14.9%
|
14.
|
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1)
|
This percentage is calculated
based upon 91,377,648 Shares outstanding based on the number of outstanding shares of common stock reported by Outlook Therapeutics,
Inc., a Delaware corporation (the “Issuer”) in its Quarterly Report on Form 10-Q for the quarter ended March
31, 2020. As used in this Schedule 13D, “shares” means shares of common stock, par value $0.01 per share (the “Shares”),
of the Issuer.
|
CUSIP NO: 69012T 206
|
|
Page
3 of 13
|
1.
|
Names
of Reporting Persons
Syntone LLC
|
2.
|
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
|
3.
|
SEC
USE ONLY
|
4.
|
SOURCE OF FUNDS
AF
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
16,000,000
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
16,000,000
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
(1)
|
This percentage is calculated
based upon 91,377,648 Shares outstanding based on the number of outstanding shares of common stock reported by Outlook Therapeutics,
Inc., a Delaware corporation (the “Issuer”) in its Quarterly Report on Form 10-Q for the quarter ended March
31, 2020.
|
CUSIP NO: 69012T 206
|
|
Page
4 of 13
|
1.
|
Names
of Reporting Persons
Syntone Technologies
Group Co., 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
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
|
6.
|
CITIZENSHIP OR PLACE
OF ORGANIZATION
China
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
7.
|
SOLE
VOTING POWER
0
|
8.
|
SHARED
VOTING POWER
16,000,000
|
9.
|
SOLE
DISPOSITIVE POWER
0
|
10.
|
SHARED
DISPOSITIVE POWER
16,000,000
|
11.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,000,000
|
12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
|
13.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
14.
|
TYPE
OF REPORTING PERSON
CO
|
|
|
|
|
|
|
(1)
|
This
percentage is calculated based upon 91,377,648 Shares outstanding based on the number
of outstanding shares of common stock reported by Outlook Therapeutics, Inc., a Delaware
corporation (the “Issuer”) in its Quarterly Report on Form 10-Q for
the quarter ended March 31, 2020.
|
CUSIP
NO: 69012T 206
|
|
Page
5 of 13
|
|
Item 1.
|
Security
and Issuer
|
This
statement on schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (the
“Shares”) of Outlook Therapeutics, Inc. a Delaware corporation (the “Issuer”). The
Issuer’s principal executive offices are located at 4260 U.S. Route 1, Monmouth Junction, New Jersey, 08852. The
Shares are listed on the Nasdaq Capital Market under the ticker symbol “OTLK”. Information given in
response to each item shall be deemed incorporated by reference in all other items, as applicable.
|
Item 2.
|
Identity
and Background
|
(a)–(c) This
Schedule 13D is being filed by Syntone Ventures LLC, a Delaware limited liability company (“Syntone”), Syntone
LLC, a Delaware limited liability company (the “Manager”), and Syntone Technologies Group Co. Ltd. (“Syntone
Technologies” together with Syntone and the Manager, the “Reporting Persons”), a company organized
in the People’s Republic of China (“PRC”).
The
principal business address for each of Syntone and the Manager is 1517 Champlain Crest Way, Cary, NC 27513. The principal business
address for Syntone Technologies is Beihuan Road East, Renqiu City, Heibei Province, China.
Syntone
is managed by the Manager, which is a wholly-owned subsidiary of Syntone Technologies. The executive officers of Syntone are set
forth on Schedule I to this Schedule 13D, which Schedule I set forth for each such person (i) the name, (ii) business address,
(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization
in which such employment is conducted, and (iv) citizenship. Syntone’s principal business is investing in biotechnology.
The Manager’s principal business is to manage Syntone. Syntone Technology’s operations in PRC are concentrated in
oil and gas, but also include real estate and emerging technology in the PRC and U. S.
(d)–(e)
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors). None of the Reporting Persons has, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such law.
|
Item 3.
|
Source
and Amount of Funds or Other Consideration
|
On
May 22, 2020, the Issuer entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Syntone, pursuant
to which the Issuer agreed to sell and issue, in a private placement, an aggregate of 16,000,000 Shares at a purchase price of
$1.00 per share, for aggregate gross proceeds to the Issuer of $16.0 million, which closed on June 2, 2020. The source of funds
for such purchase was a capital contribution made to Syntone by the Manager, the source of funds of which were from the working
capital of Syntone Technology.
As
a result of the transactions described in this Item 3, the Reporting Persons may each be deemed to be the beneficial owner of
approximately 14.9% of the outstanding Shares.
|
Item 4.
|
Purpose
of Transaction
|
The
response to Item 3 of this Schedule 13D is incorporated by reference herein.
In
connection with the entry into the Purchase Agreement, the Issuer and Syntone Technologies Group Co. Ltd. entered into a joint
venture agreement, pursuant to which they agreed to form a PRC joint venture that will be 80% owned by Syntone Technologies Group
Co. Ltd and 20% owned by the Issuer. Once formed, the Issuer intends to enter into a royalty-free license for the development,
commercialization and manufacture of the Issuer’s product candidate, ONS-5010 / LYTENAVA™ (bevacizumab-vikg) in the
greater China market, which includes Hong Kong, Taiwan and Macau, with the PRC joint venture.
CUSIP
NO: 69012T 206
|
|
Page
6 of 13
|
The
Issuer intends to use net proceeds for working capital and general corporate purposes, including in support of its ONS-5010 development
program, with approximately $0.9 million of the proceeds used to fund its initial capital contribution to the PRC joint venture.
The Issuer expects to be required to make an additional capital contribution to the PRC joint venture of approximately $2.0 million
within the next four years.
The
Purchase Agreement provides that neither Syntone nor its affiliates, without the Issuer’s prior written consent and subject
to certain conditions and exceptions, among other things, directly or indirectly will acquire additional shares of the Issuer’s
outstanding common stock, seek or propose a tender or exchange offer, merger or other business combination involving the Issuer,
solicit proxies or consents with respect to any matter, or undertake other specified actions related to the potential acquisition
of additional equity interests in the Issuer (collectively, the “Standstill Restrictions”). The Standstill
Restrictions will expire on the earlier of (a) the three-year anniversary of the closing of the sale of the Shares and (b) the
date that Syntone beneficially owns less than 5% of the Issuer’s common stock.
The
Purchase Agreement also provides that until the first anniversary of the closing of the sale of the Shares, Syntone will hold
and not sell any of the Shares, subject to certain exceptions, and from the one-year anniversary of the closing through the two-year
anniversary of the closing, that Syntone will hold and will not sell at least 50% of the Shares, subject to certain exceptions.
In addition, following the initial holding period, Syntone agreed to certain volume restrictions with respect to resales of Shares.
The Issuer also agreed to register the Shares for resale (both demand, beginning three years after the closing, and piggyback,
following expiration of the initial one-year lock-up period) if Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), is not available for the resale of such Shares without any volume or manner of sale restrictions.
In
addition, the Issuer granted Syntone a general right of first offer to participate in future capital raising transactions, among
others, for a period of three-years following the closing of the sale of the Shares, and provided Syntone the right to designate
one nominee to its Board of Directors for so long as it owns at least 10% of the Issuer’s common stock, and for one-year
period thereafter (so long as it beneficially owns at least 5% during such one-year period). Syntone is expected to provide written
notice of its designee within 30 days of the closing of the sale of the Shares.
Other than the acquisition
from time to time of additional Shares pursuant to the exercise of its right of first offer, but subject to the Standstill Restrictions,
the Reporting Persons have no current plans to engage in any of the kinds of transactions enumerated in Item 4(a)-(j), but reserves
the right to engage in such a transaction in the future.
|
Item 5.
|
Interest
in Securities of the Issuer
|
(a)–(b) As
of the date of this filing, Syntone Ventures directly owns a total of 16,000,000 Shares. Based upon the number of outstanding
Shares reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 15, 2020, this represents
approximately 14.9% of the issued and outstanding Shares pursuant to Rule 13d-3 under the Securities Act.
The
Manager holds a controlling interest in Syntone Ventures and is a wholly-owned subsidiary of Syntone Technologies. By virtue of
such relationships, the Manger and Syntone Technologies each may be deemed to beneficially own the securities held by Syntone
Ventures for purposes of Rule 13d-3 under the Exchange Act. This represents approximately 14.9% of the outstanding Shares calculated
pursuant to Rule 13d-3 under the Exchange Act. Accordingly, as of the date hereof, none of the Reporting Persons holds sole voting
power or sole dispositive power as to any Shares and each of the Reporting Persons holds shared voting power and shared dispositive
power as to 16,000,000 Shares.
(c) No
transactions in the Shares were effected during the past 60 days by the Reporting Persons.
(d) Not
applicable.
(e) Not
applicable.
|
Item 6.
|
Contracts,
Arrangements, Understandings or Relationships with respect to Securities of the Issuer
|
The information
set forth, or incorporated by reference, in Items 3, 4, and 5 above is incorporated herein by reference.
CUSIP
NO: 69012T 206
|
|
Page
7 of 13
|
Item 7.
|
Material
to be Filed as Exhibits
|
1.
|
Joint Filing Agreement
among Syntone Ventures LLC, Syntone LLC and Syntone Technologies Co., Ltd., dated as of June 11, 2020.
|
|
|
2.
|
Stock Purchase Agreement, dated May 22, 2020, by and between the
Issuer and Syntone (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed
with the SEC on May 28, 2020).
|
|
|
3.
|
Power of Attorney by
Syntone Ventures LLC, Syntone LLC and Syntone Technologies Co., Ltd., dated as of June 11, 2020.
|
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: June 11, 2020.
|
SYNTONE VENTURES LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jiahui Zheng
|
|
|
Name:
|
Jiahui Zheng
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
|
|
|
SYNTONE LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jiahui
Zheng
|
|
|
Name:
|
Jiahui Zheng
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
|
SYNTONE
TECHNOLOGIES CO., LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jiahui
Zheng
|
|
|
Name:
|
Jiahui Zheng
|
|
|
Title:
|
Attorney-in-Fact
|
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this
Statement on Schedule 13D, dated June 11, 2020 (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 11th day of June, 2020.
|
SYNTONE VENTURES LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jiahui Zheng
|
|
|
Name:
|
Jiahui Zheng
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
|
|
|
SYNTONE LLC
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jiahui
Zheng
|
|
|
Name:
|
Jiahui Zheng
|
|
|
Title:
|
Attorney-in-Fact
|
|
|
|
|
|
|
|
|
|
|
SYNTONE TECHNOLOGIES CO., LTD.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Jiahui
Zheng
|
|
|
Name:
|
Jiahui Zheng
|
|
|
Title:
|
Attorney-in-Fact
|
|
Exhibit 3
POWER OF ATTORNEY
FOR SCHEDULE 13G AND SCHEDULE 13D REPORTING
PURPOSES
Know all by these presents,
that the undersigned hereby constitute and appoint Jiahui Zheng as the undersigned’s true and lawful attorney-in-fact to:
|
(1)
|
execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder
of Outlook Therapeutics, Inc. (the “Company”), Schedule 13G and Schedule 13D (including amendments thereto and
joint filing agreements in connection therewith) in accordance with Section 13 of the Securities Exchange Act of 1934, as amended,
and the rules thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s
ownership, acquisition, or disposition of securities of the Company;
|
|
(2)
|
do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Schedule 13G and Schedule 13D (including amendments thereto and joint filing agreements
in connection therewith), or other form or report, and timely file such form or report with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and
|
|
(3)
|
take any other action of any type whatsoever in connection with the foregoing, which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
|
The undersigned hereby
grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done
by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s
responsibilities to comply with Section 13 of the Securities Exchange Act of 1934, as amended.
This Power of Attorney
shall remain in full force and effect until the undersigned is no longer required to file Schedule 13G and Schedule 13D (including
amendments thereto and joint filing agreements in connection therewith) with respect to the undersigned’s holdings of and
transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.
IN WITNESS WHEREOF,
the undersigned have caused this Power of Attorney to be executed as of this 11th day of June, 2020.
|
SYNTONE VENTURES LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Zongmei
Zheng
|
|
|
Name:
|
Zongmei Zheng
|
|
|
Title:
|
President
|
|
|
|
|
|
|
SYNTONE
LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Andong Huang
|
|
|
Name:
|
Andong Huang
|
|
|
Title:
|
Manager
|
|
|
|
|
|
|
|
|
|
|
SYNTONE
TECHNOLOGIES CO., LTD.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Zongmei
Zheng
|
|
|
Name:
|
Zongmei Zheng
|
|
|
Title:
|
Chief Executive Officer
|
|
Schedule I
EXECUTIVE OFFICERS OF SYNTONE VENTURES
LLC
Name, Business
Address and Position
|
Principal
Occupation
|
Citizenship
|
Zongmei
Zheng
1517 Champlain Crest Way,
Cary, NC 27513
Position: President
|
Syntone
Technologies Co., Ltd.
Beihuan Road East, Renqiu City,
Heibei Province, China
Position: Chief Executive Officer
|
People’s
Republic of China
|
Jiahui
Zheng
1517 Champlain Crest Way,
Cary, NC 27513
Title: Secretary
|
|
People’s
Republic of China
|
Xiuyun
Ren
1517 Champlain Crest Way,
Cary, NC 27513
Title: Treasurer
|
Syntone
Technologies Co., Ltd.
Beihuan Road East, Renqiu City,
Heibei Province, China
Position: Chief Financial Officer
|
People’s
Republic of China
|
EXHIBIT INDEX
1.
|
Joint Filing Agreement among Syntone Ventures LLC,
Syntone LLC and Syntone Technologies Co., Ltd., dated as of June 11, 2020.
|
|
|
2.
|
Stock Purchase Agreement, dated May 22, 2020, by and between the Issuer and Syntone (incorporated by reference to Exhibit 10.1 to the Issuer’s Form 8-K (SEC File No. 001-37759), filed with the SEC on May 28, 2020).
|
|
|
3.
|
Power of Attorney by Syntone Ventures LLC, Syntone
LLC and Syntone Technologies Co., Ltd., dated as of June 11, 2020.
|