| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OTRK | Common Stock | Conversion of derivative security | $5.42M | +9.03M | +50% | $0.60 | 27.1M | Dec 20, 2023 | By Humanitario | F1, F2, F3, F5, F6 |
| holding | OTRK | Common Stock | 1.98M | Dec 20, 2023 | By Acuitas | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OTRK | Common Stock Purchase Warrant | Expiration (or cancellation) of long derivative position with value received | -18.1M | -100% | 0 | Dec 20, 2023 | Common Stock | 18.1M | $0.90 | By Acuitas | F1, F2, F4, F5, F6, F7 | ||
| transaction | OTRK | Common Stock Purchase Warrant | Other | +27.1M | 27.1M | Dec 20, 2023 | Common Stock | 27.1M | $0.60 | By Acuitas | F1, F2, F4, F5, F6, F7 | |||
| transaction | OTRK | Pre-Funded Common Stock Purchase Warrant | Purchase | +18.3M | 18.3M | Dec 20, 2023 | Common Stock | 18.3M | $0.00 | By Humanitario | F1, F2, F8, F9 | |||
| transaction | OTRK | Common Stock Purchase Warrant | Purchase | +36.7M | 36.7M | Dec 20, 2023 | Common Stock | 36.7M | $0.85 | By Humanitario | F1, F2, F8, F9 | |||
| transaction | OTRK | Senior Secured Convertible Note | Expiration (or cancellation) of long derivative position with value received | -$2M | 0 | Dec 20, 2023 | Common Stock | $0.90 | By Acuitas Capital | F1, F2, F3, F5, F6, F8, F10 | ||||
| transaction | OTRK | Senior Secured Convertible Note | Other | $2M | $2M | Dec 20, 2023 | Common Stock | $0.60 | By Acuitas Capital | F1, F2, F3, F5, F6, F8, F10 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023. |
| F3 | As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was equal to the lesser of (a) $2.40 per share (as may be adjusted) and (b) the greater of (i) the closing price of Ontrak's common stock on the trading day immediately prior to conversion and (ii) $0.90 per share (as may be adjusted). |
| F4 | As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) a five-year warrant (each a "Keep Well Warrant") to purchase up to a number of Shares equal to (x) the amount converted divided by (y) the conversion price of the Keep Well Note then in effect, which Keep Well Warrant will be exercisable for an exercise price equal to such conversion price (as may be adjusted). |
| F5 | As previously disclosed, on November 14, 2023, Ontrak completed its public offering of Shares and warrants to purchase Shares at a combined public offering price of $0.60 per Share and accompanying warrants (the "Offering Price"). As previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share. |
| F6 | Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance"). |
| F7 | Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications. |
| F8 | As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, the "Private Placement Securities"), for total consideration of $11.0 million, consisting of (a) the $6.0 million Acuitas Capital previously delivered to Ontrak in June 2023 and September 2023 in accordance with the Keep Well Agreement and (b) a reduction of the aggregate amounts then outstanding under the Keep Well Notes (after giving effect to the Notes Conversion) to $2.0 million (the Keep Well Note evidencing such $2.0 million, the "Surviving Note"). |
| F9 | Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, the Pre-Funded Warrant may be exercised at any time until exercised in full and the Private Placement Warrant may be exercised through the fifth anniversary date of the effectiveness of the Stockholder Approval. The Private Placement Securities may be exercised on a cashless basis. The purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval. |
| F10 | As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price. |