| 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 | $1,500,000 | $1,500,000 | 28 Mar 2025 | Common Stock | By Acuitas Capital | F1, F2, F3 | |||||
| transaction | OTRK | Common Stock Purchase Warrant | Other | +2,027,027 | 2,027,027 | 28 Mar 2025 | Common Stock | 2,027,027 | $1.48 | By Acuitas | F1, F2, F4 |
| 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 March 28, 2025, 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 $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment). |
| F4 | Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on March 28, 2025, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 2,027,027 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.48 per share (subject to further adjustment). |