Ontrak Form 4 / TERREN S PEIZER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last)

(First)

(Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO

00646

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ontrak, Inc. [ OTRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Senior Secured Convertible Promissory Note⁽¹⁾	⁽³⁾⁽⁷⁾	06/02/2024⁽²⁾⁽³⁾⁽⁷⁾		P		$1,500,000⁽²⁾		06/02/2024⁽²⁾⁽³⁾⁽⁷⁾	⁽³⁾	Common Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	$1,500,000	I	By Acuitas Capital
Senior Secured Convertible Promissory Note⁽¹⁾	⁽³⁾⁽⁷⁾	06/02/2024⁽²⁾⁽³⁾⁽⁷⁾		P		$1,500,000⁽²⁾		06/02/2024⁽²⁾⁽³⁾⁽⁷⁾	⁽³⁾	Common Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	$1,500,000	I	By Acuitas Capital
Senior Secured Convertible Promissory Note⁽¹⁾	⁽³⁾⁽⁷⁾	06/05/2024⁽²⁾⁽³⁾⁽⁷⁾		P		$1,500,000⁽²⁾		06/05/2024⁽²⁾⁽³⁾⁽⁷⁾	⁽³⁾	Common Stock	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	$1,500,000	I	By Acuitas Capital
Common Stock Purchase Warrant⁽¹⁾	$0.3442⁽²⁾⁽⁴⁾⁽⁷⁾	06/05/2024⁽²⁾⁽⁴⁾⁽⁷⁾		J		8,715,863⁽²⁾⁽⁴⁾⁽⁷⁾		06/05/2024⁽⁴⁾⁽⁷⁾	04/05/2029	Common Stock	8,715,863⁽²⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽⁴⁾	8,715,863	I	By Acuitas Capital
Common Stock Purchase Warrant⁽¹⁾	$0.266⁽²⁾⁽⁴⁾⁽⁷⁾	06/05/2024⁽²⁾⁽⁴⁾⁽⁷⁾		J		11,278,196⁽²⁾⁽⁴⁾⁽⁷⁾		06/05/2024⁽⁴⁾⁽⁷⁾	05/08/2029	Common Stock	11,278,196⁽²⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽⁴⁾	11,278,196	I	By Acuitas Capital
Common Stock Purchase Warrant⁽¹⁾	$0.26⁽²⁾⁽⁴⁾⁽⁷⁾	06/05/2024⁽²⁾⁽⁴⁾⁽⁷⁾		J		11,538,462⁽²⁾⁽⁴⁾⁽⁷⁾		06/05/2024⁽⁴⁾⁽⁷⁾	06/05/2029	Common Stock	11,538,462⁽²⁾⁽⁴⁾⁽⁷⁾	⁽²⁾⁽⁴⁾	11,538,462	I	By Acuitas Capital
Common Stock Purchase Warrant⁽¹⁾	$0.9228⁽⁵⁾⁽⁷⁾⁽⁸⁾	06/05/2024⁽⁵⁾⁽⁷⁾		H			1,851,852⁽⁵⁾⁽⁶⁾⁽⁷⁾	02/21/2023⁽⁴⁾⁽⁵⁾⁽⁷⁾	08/29/2027⁽⁵⁾	Common Stock	1,851,852⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽²⁾⁽⁵⁾	0	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.3442⁽⁵⁾⁽⁷⁾	06/05/2024⁽⁵⁾⁽⁷⁾		J		4,964,815⁽⁵⁾⁽⁶⁾		06/05/2024⁽⁴⁾⁽⁵⁾⁽⁷⁾	08/29/2027⁽⁵⁾	Common Stock	4,964,815⁽⁵⁾⁽⁶⁾	⁽²⁾⁽⁵⁾	4,964,815	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.9228⁽⁵⁾⁽⁷⁾⁽⁸⁾	06/05/2024⁽⁵⁾⁽⁷⁾		H			2,222,223⁽⁵⁾⁽⁶⁾⁽⁷⁾	02/21/2023⁽⁴⁾⁽⁵⁾⁽⁷⁾	09/07/2027⁽⁵⁾	Common Stock	2,222,223⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽²⁾⁽⁵⁾	0	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.3442⁽⁵⁾⁽⁷⁾	06/05/2024⁽⁵⁾⁽⁷⁾		J		5,957,779⁽⁵⁾⁽⁶⁾		06/05/2024⁽⁴⁾⁽⁵⁾⁽⁷⁾	09/07/2027⁽⁵⁾	Common Stock	5,957,779⁽⁵⁾⁽⁶⁾	⁽²⁾⁽⁵⁾	5,957,779	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.9228⁽⁵⁾⁽⁷⁾⁽⁸⁾	06/05/2024⁽⁵⁾⁽⁷⁾		H			1,481,482⁽⁵⁾⁽⁶⁾⁽⁷⁾	02/21/2023⁽⁴⁾⁽⁵⁾⁽⁷⁾	01/05/2028⁽⁵⁾	Common Stock	1,481,482⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽²⁾⁽⁵⁾	0	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.3442⁽⁵⁾⁽⁷⁾	06/05/2024⁽⁵⁾⁽⁷⁾		J		3,971,853⁽⁵⁾⁽⁶⁾		06/05/2024⁽⁴⁾⁽⁵⁾⁽⁷⁾	01/05/2028⁽⁵⁾	Common Stock	3,971,853⁽⁵⁾⁽⁶⁾	⁽²⁾⁽⁵⁾	3,971,853	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.9228⁽⁵⁾⁽⁷⁾⁽⁸⁾	06/05/2024⁽⁵⁾⁽⁷⁾		H			1,481,482⁽⁵⁾⁽⁶⁾⁽⁷⁾	03/06/2023⁽⁴⁾⁽⁵⁾⁽⁷⁾	03/06/2028⁽⁵⁾	Common Stock	1,481,482⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽²⁾⁽⁵⁾	0	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.3442⁽⁵⁾⁽⁷⁾	06/05/2024⁽⁵⁾⁽⁷⁾		J		3,971,853⁽⁵⁾⁽⁶⁾		06/05/2024⁽⁴⁾⁽⁵⁾⁽⁷⁾	03/06/2028⁽⁵⁾	Common Stock	3,971,853⁽⁵⁾⁽⁶⁾	⁽²⁾⁽⁵⁾	3,971,853	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.6⁽⁵⁾⁽⁷⁾	06/05/2024⁽⁵⁾⁽⁷⁾		H			27,082,186⁽⁵⁾⁽⁷⁾	12/20/2023⁽⁴⁾⁽⁵⁾⁽⁷⁾	11/14/2028⁽⁵⁾	Common Stock	27,082,186⁽⁵⁾⁽⁶⁾	⁽²⁾⁽⁵⁾	0	I	By Acuitas
Common Stock Purchase Warrant⁽¹⁾	$0.3442⁽⁵⁾⁽⁷⁾	06/05/2024⁽⁵⁾⁽⁷⁾		J		47,208,924⁽⁵⁾⁽⁷⁾		06/05/2024⁽⁴⁾⁽⁵⁾⁽⁷⁾	11/14/2028⁽⁵⁾	Common Stock	47,208,924⁽⁵⁾⁽⁶⁾	⁽²⁾⁽⁵⁾	47,208,924	I	By Acuitas
Senior Secured Convertible Note⁽¹⁾	$0.6⁽⁶⁾⁽⁷⁾	06/02/2024⁽⁶⁾⁽⁷⁾		H			$2,000,000⁽⁶⁾	12/20/2023⁽⁶⁾⁽⁷⁾	05/04/2026	Common Stock	⁽⁶⁾⁽⁷⁾	⁽²⁾⁽⁶⁾	0	I	By Acuitas Capital
Senior Secured Convertible Note⁽¹⁾	$0.12⁽⁶⁾⁽⁷⁾	06/02/2024⁽⁶⁾⁽⁷⁾		J		$2,000,000⁽⁶⁾		06/02/2024⁽⁶⁾⁽⁷⁾	05/04/2026	Common Stock	⁽⁶⁾⁽⁷⁾	⁽²⁾⁽⁶⁾	$2,000,000	I	By Acuitas Capital

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last)

(First)

(Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO

00646

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Acuitas Group Holdings, LLC

(Last)

(First)

(Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO

00646

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is jointly filed by Terren S. Peizer ("Mr. Peizer") and Acuitas Group Holdings, LLC ("Acuitas") with respect to the issuer Ontrak, Inc. ("Ontrak"). Mr. Peizer is the Chairman and sole member of Acuitas and, in such capacity, exercises voting and investment power over any securities held for the accounts of Acuitas.

2. As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

3. Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

4. Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

5. Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

6. Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

7. Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

8. After giving effect to Ontrak's 1-to-6 reverse stock split, effective as of July 27, 2023. Prior to the Sixth Amendment, on September 1, 2023, the exercise price of the warrants issued on August 29, 2022, September 7, 2022, January 5, 2023 and March 6, 2023 was determined to have been automatically reduced to $0.9228, subject to further adjustment, on account of the 1:6 reverse stock split and the final funding under the Keep Well Agreement. Table II reflects the exercise prices after giving effect to such exercise price reduction terms (but prior to the adjustments described in (5) above).

	Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer	06/05/2024
	/s/ Terren S. Peizer	06/05/2024
	** Signature of Reporting Person	Date
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Ontrak (OTRK) Form 4Ontrak / TERREN S PEIZER ownership change