Terren S. Peizer - Aug 29, 2022 Form 4 Insider Report for Ontrak, Inc. (OTRK)

Role: Executive Chairman, Director, 10%+ Owner
Signature: /s/ Acuitas Group Holdings, LLC by Terren S. Peizer
Stock symbol: OTRK
Transactions as of: Aug 29, 2022
Transactions value $: $0
Form type: 4
Date filed: 8/31/2022, 09:58 PM
Previous filing: Aug 16, 2022
Next filing: Sep 8, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OTRK	Common Stock	Award		+740K	+8.12%		9.85M	Aug 29, 2022	By Acuitas	F1, F2

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	Warrant	Award		+592K			592K	Aug 29, 2022	Common Stock	592K	$1.69	By Acuitas	F1, F3

* 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 and Acuitas Group Holdings, LLC ("Acuitas"). 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	On April 15, 2022, Acuitas Capital LLC ("Acuitas Capital"), an entity wholly owned by Acuitas, entered into a Master Note Purchase Agreement with the issuer and certain other parties (the "Keep Well Agreement"). Under the terms of the Keep Well Agreement, subject to conditions specified therein, including the issuer obtaining the stockholder approval described in the following sentence, the issuer agreed to issue 739,645 shares of the issuer's common stock (the "Commitment Shares") to Acuitas Capital (or an entity affiliated with Acuitas Capital, as designated by Acuitas Capital). Under the terms of the Keep Well Agreement, the issuer shall not issue any of Commitment Shares, and Acuitas Capital had no right to receive any Commitment Shares, unless and until the issuer obtained stockholder approval as required by, and in accordance with, the applicable Nasdaq listing rules for the issuance of the Commitment Shares. Such stockholder approval was obtained on August 29, 2022.
F3	On July 15, 2022, pursuant to the Keep Well Agreement, the issuer issued and sold a senior secured note in the principal amount of $5,000,000 to Acuitas Capital. Under the terms of the Keep Well Agreement, in connection with the issuance and sale of that note, subject to the issuer obtaining the stockholder approval described in the following sentence, the issuer agreed to issue this warrant to Acuitas Capital (or an entity affiliated with Acuitas Capital, as designated by Acuitas Capital) (this "Warrant"). Under the terms of the Keep Well Agreement, the issuer shall not issue any warrant, and Acuitas Capital had no right to receive any warrant, unless and until the issuer obtained stockholder approval as required by, and in accordance with, the applicable Nasdaq listing rules for the issuance of the warrant. Such stockholder approval was obtained at the issuer's annual meeting of stockholders held on August 29, 2022 and this Warrant was issued on that date.