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

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).