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) | 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 |
| (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. |
| CUSIP 69012T 206 |
13D |
Page 5 of 6 |
| Item 7. |
Material to be Filed as Exhibits |
| 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 |
| |
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