| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OTRK | Common Stock | Award | +2,038,133 | +21% | 11,891,933 | 21 Feb 2023 | By Acuitas | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OTRK | Warrant | Award | +473,373 | 473,373 | 05 Jan 2023 | Common Stock | 473,373 | $1.69 | By Acuitas | F1, F3 | |||
| transaction | OTRK | Warrant | Disposed to Issuer | -591,716 | -100% | 0 | 21 Feb 2023 | Common Stock | 591,716 | $1.69 | By Acuitas | F1, F4 | ||
| transaction | OTRK | Warrant | Award | +11,111,111 | 11,111,111 | 21 Feb 2023 | Common Stock | 11,111,111 | $0.4500 | By Acuitas | F1, F4 | |||
| transaction | OTRK | Warrant | Disposed to Issuer | -710,059 | -100% | 0 | 21 Feb 2023 | Common Stock | 710,059 | $1.69 | By Acuitas | F1, F5 | ||
| transaction | OTRK | Warrant | Award | +13,333,333 | 13,333,333 | 21 Feb 2023 | Common Stock | 13,333,333 | $0.4500 | By Acuitas | F1, F5 | |||
| transaction | OTRK | Warrant | Disposed to Issuer | -473,373 | -100% | 0 | 21 Feb 2023 | Common Stock | 473,373 | $1.69 | By Acuitas | F1, F6 | ||
| transaction | OTRK | Warrant | Award | +8,888,889 | 8,888,889 | 21 Feb 2023 | Common Stock | 8,888,889 | $0.4500 | By Acuitas | F1, F6 | |||
| transaction | OTRK | Senior Secured Convertible Note | Award | +37,500,000 | 37,500,000 | 21 Feb 2023 | Common Stock | 37,500,000 | $0.4000 | By Acuitas | F1, F7 |
| 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. 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 dated as of April 15, 2022, which was amended by a Second Amendment to Master Note Purchase Agreement dated as of November 19, 2022, and by a Third Amendment to Master Note Purchase Agreement dated as of December 30, 2022 (the Master Note Purchase Agreement as amended to date, the "Keep Well Agreement"). |
| F2 | Under the terms of the Keep Well Agreement, the issuer agreed to issue 2,038,133 shares of its common stock (the "Commitment Shares") to Acuitas Capital subject to conditions specified therein, including the issuer obtaining stockholder approval for the issuance of the Commitment Shares and an amendment to the issuer's certificate of incorporation being accepted for filing by the Delaware Secretary of State (the "Charter Amendment Acceptance"). Such stockholder approval (and the stockholder approvals described in footnotes 3 through 7, below) was obtained at the issuer's special meeting of stockholders held on February 20, 2023 (the "Special Meeting") and the Charter Amendment Acceptance occurred on February 21, 2023. |
| F3 | On January 5, 2023, pursuant to the Keep Well Agreement, the issuer issued and sold a senior secured note in the principal amount of $4,000,000 to Acuitas Capital, and in connection therewith, the issuer issued this warrant to Acuitas Capital. |
| F4 | Pursuant to the Keep Well Agreement, the issuer agreed to exchange warrants to purchase 591,716 shares of the issuer's common stock with an exercise price of $1.69 per share previously issued to Acuitas on August 29, 2022, for warrants to purchase 11,111,111 shares of the issuer's common stock with an exercise price of $0.45 per share, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and the Charter Amendment Acceptance occurring. |
| F5 | Pursuant to the Keep Well Agreement, the issuer agreed to exchange warrants to purchase 710,059 shares of the issuer's common stock with an exercise price of $1.69 per share previously issued to Acuitas on September 7, 2022, for warrants to purchase 13,333,333 shares of the issuer's common stock with an exercise price of $0.45 per share, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and the Charter Amendment Acceptance occurring. |
| F6 | Pursuant to the Keep Well Agreement, the issuer agreed to exchange warrants to purchase 473,373 shares of the issuer's common stock with an exercise price of $1.69 per share previously issued to Acuitas on January 5, 2023, for warrants to purchase 8,888,889 shares of the issuer's common stock with an exercise price of $0.45 per share, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and the Charter Amendment Acceptance occurring. |
| F7 | Pursuant to the Keep Well Agreement, the issuer agreed to exchange senior secured notes in the aggregate principal amount of $15.0 million previously issued to Acuitas Capital, for senior secured convertible notes that give Acuitas Capital, at its election, the right to convert the entire principal amount of such notes, plus all accrued and unpaid interest thereon, in whole or in part, into shares of the issuer's common stock at a conversion price of $0.40, subject to future price adjustments, subject to the issuer obtaining stockholder approval of the foregoing and, the right to receive any such shares upon any such conversion, the Charter Amendment Acceptance occurring. The number of shares reported in Column 5 assumes that all accrued interest is paid in cash. |