Ghiath M. Sukhtian - Jan 17, 2024 Form 4 Insider Report for Outlook Therapeutics, Inc. (OTLK)

Role: Director, 10%+ Owner
Signature: /s/ Ghiath M. Sukhtian, By: Lawrence Kenyon, Attorney-in-Fact
Stock symbol: OTLK
Transactions as of: Jan 17, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/22/2025, 04:11 PM
Previous filing: Dec 29, 2022
Next filing: Mar 20, 2024
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OTLK	Warrants (right to buy)	Disposed to Issuer		-3.46M	-100%		0	Jan 17, 2025	Common Stock	3.46M	$7.70	See footnote	F1, F3, F4
transaction	OTLK	Warrants (right to buy)	Award		+3.46M			3.46M	Jan 17, 2025	Common Stock	3.46M	$2.51	See footnote	F1, F3, F4
transaction	OTLK	Warrants (right to buy)	Options Exercise		-3.46M	-100%		0	Jan 17, 2025	Common Stock	3.46M	$2.51	See footnote	F1, F3, F4
transaction	OTLK	Warrants (right to buy)	Award		+3.46M			3.46M	Jan 17, 2025	Common Stock	3.46M	$2.26	See footnote	F1, F3, F4
transaction	OTLK	Warrants (right to buy)	Award		+3.46M			3.46M	Jan 17, 2025	Common Stock	3.46M	$2.26	See footnote	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of a warrant exercise inducement offer letter agreement, dated as of January 16, 2025, by and between Outlook Therapeutics, Inc. (the "Issuer") and GMS Ventures and Investments ("GMS Ventures"), GMS Ventures agreed to exercise its existing warrant to purchase shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), at a reduced exercise price of $2.51 per share in exchange for the Issuer's agreement to issue new warrants to purchase 6,917,142 shares of Common Stock.
F2	This warrant will be exercisable upon the effective date (the "Effective Date") of an amendment to the Issuer's Certificate of Incorporation increasing the number of authorized shares of Common Stock issuable thereunder and will expire five years following the Effective Date.
F3	These securities are held of record by GMS Ventures. Ghiath M. Sukhtian ("Ghiath Sukhtian"), a natural person, is the holder of a controlling interest in GMS Ventures. GMS Ventures has designated two representatives to serve on the Issuer's board of directors. Therefore, each of GMS Ventures and Ghiath Sukhtian may be deemed a director by deputization.
F4	By virtue of the relationships described above in Footnote 3, Ghiath Sukhtian may be deemed to have voting and investment power with respect to the securities held by GMS Ventures noted above and as a result may be deemed to beneficially own such securities for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons disclaim beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons are the beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.