Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

 

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)

 

July 5, 2022

(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 5

 

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 22,982,529
			9.	SOLE DISPOSITIVE POWER 0
			10.	SHARED DISPOSITIVE POWER 22,982,529
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,982,529
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% (1)
14.		TYPE OF REPORTING PERSON IV

(1)

This percentage is calculated based upon 225,942,719 Shares outstanding as of May 11, 2022, 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 May 13, 2022. “Shares” means shares of common stock, par value $0.01 per share (the “Shares”), of the Issuer.

 

 

CUSIP  69012T 206

13D

Page 2 of 5

  

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 22,982,529
			9.	SOLE DISPOSITIVE POWER 0
			10.	SHARED DISPOSITIVE POWER 22,982,529
11.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,982,529
12.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% (1)
14.		TYPE OF REPORTING PERSON IN

(1)

This percentage is calculated based upon 225,942, 719 Shares outstanding as of May 11, 2022, based on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2022.

 

 

CUSIP  69012T 206

13D

Page 3 of 5

 

This Amendment No. 17 (“Amendment No. 17”) 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 and 16 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 and April 22, 2022 respectively (together, as so amended, the “Schedule 13D”). Except as otherwise specified in this Amendment No. 17, 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. 17 to report the dissolution of the Group as result of the Restructuring (as defined below), as previously described in Item 3 of this Schedule 13D.

 

Item 3.

Source and Amount of Funds or Other Consideration.

 

The response to Item 3 in the Schedule 13D is hereby amended to add the following after the last paragraph:

 

The Restructuring was completed effective July 5, 2022 and accordingly, GMS is no longer be a shareholder in Tenshi Healthcare and GMS, GMS Ventures and their affiliated entities (as such terms are defined in the Schedule 13D) are no longer members of a group with Tenshi Healthcare and its other shareholders, including Tenshi.

 

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 225,942,719 outstanding Shares, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2022.

 

A.

Tenshi Healthcare

 

(a)

As of the date hereof, Tenshi Healthcare directly owns a total of 22,982,529 Shares. This represents approximately 10.2% 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: 22,982,529 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 22,982,529

 

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 22,982,529 Shares held by Tenshi Healthcare for purposes of Rule 13d-3 under the Exchange Act. This represents approximately 10.2% 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: 22,982,529 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 22,982,529

  

 

CUSIP  69012T 206

13D

Page 4 of 5

 

	(c)	Except for completion of the Restructuring (as described in Item 3), which is incorporated herein by reference, the Reporting Persons have not effected any transactions in the Shares during the past sixty (60) days.
	(d)	Not applicable.
	(e)	Not applicable

 

Item 7.	Material to be Filed as Exhibits
Exhibit	Description

 

	1.	Joint Filing Agreement, among Tenshi Healthcare Pte. Ltd. and Arun Kumar Pillai dated July 7, 2022 (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 5 of 5

 

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: July 7, 2022

 

	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