Terren S. Peizer - 18 Jun 2025 Form 4 Insider Report for Ontrak, Inc. (OTRK)

Reporting relationship: 10%+ Owner
Issuer ticker: OTRK
Reported as of: 18 Jun 2025
Net transaction value: +$250,000
SEC form: 4
Accepted by SEC: 23 Jun 2025, 20:06:38 UTC
Prior SEC filing: 29 May 2025
Next SEC filing: 24 Jun 2025
Source filing: View source filing
Reporting owner signature: /s/ Terren S. Peizer

Key filing fact

Terren S. Peizer filed Form 4 for Ontrak, Inc. (OTRK) on 23 Jun 2025.

Key facts

This page summarizes Terren S. Peizer's Form 4 filing for Ontrak, Inc. (OTRK).
2 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 23 Jun 2025, 20:06.

Change

Previous filing in this sequence was filed on 29 May 2025.
Current net transaction value: +$250,000.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (2)

CIK 0000904534 Primary reporting owner

PEIZER TERREN S

Relationship: 10%+ Owner
Address: 200 DORADO BEACH DRIVE #3831, DORADO, PUERTO RICO
Signature: /s/ Terren S. Peizer
Signature date: 23 Jun 2025

CIK 0001797168

Acuitas Group Holdings, LLC

Relationship: 10%+ Owner
Address: 200 DORADO BEACH DRIVE #3831, DORADO, PUERTO RICO
Signature: Acuitas Group Holdings, LLC, /s/ Terren S. Peizer, Chairman
Signature date: 23 Jun 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OTRK transaction Derivative

Senior Secured Convertible Promissory Note

Purchase

Transaction value: $250,000
Shares
Change %
Price
Shares after: $250,000
Date: 18 Jun 2025
Ownership: By Acuitas Capital
Underlying class: Common Stock
Underlying amount
Exercise price
Footnotes: F1, F2, F3

OTRK transaction Derivative

Common Stock Purchase Warrant

Other

Transaction value
Shares: +359,712
Change %
Price
Shares after: 359,712
Date: 18 Jun 2025
Ownership: By Acuitas
Underlying class: Common Stock
Underlying amount: 359,712
Exercise price: $1.39
Footnotes: F1, F2, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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 Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

Footnote 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 (x) $5.40 and (y) 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).

Footnote F4

Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).