| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OTRK | Common Stock Purchase Warrant | Expiration (or cancellation) of long derivative position with value received | -36.7M | -100% | 0 | Mar 28, 2024 | Common Stock | 36.7M | $0.85 | By Humanitario | F1, F2, F5 | ||
| transaction | OTRK | Common Stock Purchase Warrant | Other | +86.6M | 86.6M | Mar 28, 2024 | Common Stock | 86.6M | $0.36 | By Humanitario | F1, F2, F5 | |||
| transaction | OTRK | Common Stock Purchase Warrant | Expiration (or cancellation) of long derivative position with value received | -86.6M | -100% | 0 | Mar 28, 2024 | Common Stock | 86.6M | $0.36 | By Humanitario | F1, F3, F4, F5 | ||
| transaction | OTRK | Common Stock Purchase Warrant | Other | +90.5M | 90.5M | Apr 8, 2024 | Common Stock | 90.5M | $0.34 | By Humanitario | F1, F3, F4, F5 |
| 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 | On March 28, 2024, in connection with the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto (as amended by the Sixth Amendment, the "Keep Well Agreement"), Ontrak and Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), entered into a waiver and agreement (the "Warrant Waiver"). Under the terms of the Warrant Waiver, the exercise price of the Private Placement Warrant (as previously defined in this Form 4) then in effect would be reduced to $0.36 at the time the Company entered into the Sixth Amendment. |
| F3 | Under the terms of the Warrant Waiver, if $0.36 is greater than the lowest VWAP of Ontrak's common stock on any trading day during the five trading day period immediately following public announcement of Ontrak entering into the Sixth Amendment, the exercise price of the Private Placement Warrant would be reduced to such lowest VWAP on any trading day during such five trading day period. |
| F4 | According to the Form 8-K filed by Ontrak on April 8, 2024, the lowest VWAP on any trading day during the five-trading day period immediately following the public announcement of Ontrak entering into the Sixth Amendment was $0.3442. Accordingly, pursuant to the terms of the Warrant Waiver, the exercise price of the Private Placement Warrant was reduced to $0.3442 per share (and the number of shares of Ontrak's common stock issuable upon exercise thereof was increased to 90,548,129 shares). |
| F5 | Such adjustments are reported in Table II above as the cancellation of the prior warrant in exchange for the issuance of a new warrant reflecting the modified exercise price and number of warrant shares issuable upon exercise thereof. |