Terren S. Peizer - Mar 6, 2023 Form 4 Insider Report for Ontrak, Inc. (OTRK)

Role
10%+ Owner
Signature
Acuitas Group Holdings, LLC By: /s/ Terren S. Peizer, Chairman
Stock symbol
OTRK
Transactions as of
Mar 6, 2023
Transactions value $
$0
Form type
4
Date filed
3/8/2023, 04:19 PM
Previous filing
Feb 23, 2023
Next filing
Nov 15, 2023

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 Purchase +8.89M 8.89M Mar 6, 2023 Common Stock 8.89M $0.45 By Acuitas F1, F2
transaction OTRK Senior Secured Convertible Note Purchase +10M 10M Mar 6, 2023 Common Stock 10M $0.40 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 This warrant was issued to Acuitas in connection with the purchase by Acuitas Capital LLC ("Acuitas Capital"), an entity wholly owned by Acuitas, from the issuer of a senior secured convertible note in the principal amount of $4,000,000 pursuant to that certain Master Note Purchase Agreement among the issuer, Acuitas Capital 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").
F3 Pursuant to the Keep Well Agreement, a senior secured convertible note was issued to Acuitas Capital in the amount of $4,000,000 that gives Acuitas Capital, at its election, the right to convert the entire principal amount of such note, 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. The senior secured convertible note matures on June 30, 2024.