Gms Tenshi Holdings Pte. Ltd
disclosed that they own 68.6% of Oncobiologics Inc (NYSE:ONS) in a Schedule 13D/A disclosure that was filed with the Securities and Exchange Commission (SEC) on Wednesday, November 1st. The investor owns 54,545,948 shares of the stock valued at about $68,727,894. The reporting parties listed on the disclosure included GMS Tenshi Holdings Pte Limited, Ghiath M Sukhtian and Arun Kumar Pillai. The disclosure is available through the SEC website at this hyperlink.
Gms Tenshi Holdings Pte. Ltd
provided the following explanation of their ownership:
On September 7,2017, GMS Tenshi entered into a purchase agreement with the Issuer (the “ Purchase Agreement”) pursuant to which GMS Tenshi agreed to purchase, in a private placement (the “ Private Placement”), $25.0 million of Preferred Stock and warrants to purchase Shares (Warrants and together with the Preferred Stock, the “ Securities”). On September 11,2017, the Issuer closed the initial sale of 32,628 shares of Preferred Stock to GMS Tenshi (the “ Initial Closing”) for an aggregate purchase price of approximately $3.3 million, and entered into an Investor Rights Agreement (as defined below) with GMS Tenshi, as described below. On October 31,2017, the Issuer closed the final sale of 217,372 shares of Preferred Stock to GMS Tenshi (the “ Second Closing”) for an aggregate purchase price of approximately $21.7 million, and issued GMS Tenshi Warrants to acquire 16,750,000 Shares. The source of funds for such purchases was the working capital of GMS Tenshi and capital contributions made to GMS Tenshi.
In connection with the Second Closing, the Company appointed two additional GMS Tenshi designated directors to its Board of Directors (the “ Board”) (See Item 6 below). The Issuer will also seek shareholder approval at its first annual meeting for, among other things, the approval of the issuance of the Securities and election of Class I directors (the Issuer has three classes of directors, the term of which expire on different dates), which will include one of the directors appointed by GMS Tenshi.
The Issuer intends to use the net proceeds from the Private Placement, primarily for the (i) purpose of developing ONS3010, a biologic medical product, and (ii) other purposes set forth in an agreed budget, in each case, in accordance with such approved budget, and not for any other purpose.
Except as set forth in this Schedule 13D, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the Issuer’s capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person; (h) causing a class of the Issuer’s securities to be deregistered or delisted from a national securities exchange or to cease to be authorized to be quoted in an inter‑dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Separately, Sabby Management LLC lifted its holdings in Oncobiologics by 5.7% in the second quarter. Sabby Management LLC now owns 2,365,763 shares of the company’s stock worth $2,371,000 after buying an additional 127,293 shares during the period.
Separately, Zacks Investment Research lowered shares of Oncobiologics from a “buy” rating to a “hold” rating in a report on Tuesday, July 18th.
Oncobiologics Company Profile
Oncobiologics, Inc is a clinical-stage biopharmaceutical company. The Company is focused on identifying, developing, manufacturing and commercializing biosimilar therapeutics. It is focused on monoclonal antibodies (mAbs) in the disease areas of immunology and oncology. The Company offers BioSymphony Platform.
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