Terren S. Peizer - Aug 28, 2024 Form 4 Insider Report for Ontrak, Inc. (OTRK)

Role
10%+ Owner
Signature
Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer
Stock symbol
OTRK
Transactions as of
Aug 28, 2024
Transactions value $
$1,500,000
Form type
4
Date filed
8/30/2024, 05:15 PM
Previous filing
Jun 5, 2024
Next filing
Oct 3, 2024

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 OTRK Senior Secured Convertible Promissory Note Purchase $1.5M $1.5M Aug 28, 2024 Common Stock By Acuitas Capital F1, F2, F3
transaction OTRK Common Stock Purchase Warrant Other +13.2M 13.2M Aug 28, 2024 Common Stock 13.2M $0.23 By Acuitas F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the 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, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.
F3 The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the 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).
F4 Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on August 28, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 13,233,348 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $0.2267 per share (subject to further adjustment).