Terren S. Peizer - Jun 2, 2024 Form 4 Insider Report for Ontrak, Inc. (OTRK)

Role
10%+ Owner
Signature
Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer
Stock symbol
OTRK
Transactions as of
Jun 2, 2024
Transactions value $
$4,500,000
Form type
4
Date filed
6/5/2024, 08:12 PM
Previous filing
Apr 10, 2024
Next filing
Aug 30, 2024

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 Senior Secured Convertible Promissory Note Purchase $1.5M $1.5M Jun 2, 2024 Common Stock By Acuitas Capital F1, F2, F3, F7
transaction OTRK Senior Secured Convertible Promissory Note Purchase $1.5M $1.5M Jun 2, 2024 Common Stock By Acuitas Capital F1, F2, F3, F7
transaction OTRK Senior Secured Convertible Promissory Note Purchase $1.5M $1.5M Jun 5, 2024 Common Stock By Acuitas Capital F1, F2, F3, F7
transaction OTRK Common Stock Purchase Warrant Other +8.72M 8.72M Jun 5, 2024 Common Stock 8.72M $0.34 By Acuitas Capital F1, F2, F4, F7
transaction OTRK Common Stock Purchase Warrant Other +11.3M 11.3M Jun 5, 2024 Common Stock 11.3M $0.27 By Acuitas Capital F1, F2, F4, F7
transaction OTRK Common Stock Purchase Warrant Other +11.5M 11.5M Jun 5, 2024 Common Stock 11.5M $0.26 By Acuitas Capital F1, F2, F4, F7
transaction OTRK Common Stock Purchase Warrant Expiration (or cancellation) of long derivative position with value received -1.85M -100% 0 Jun 5, 2024 Common Stock 1.85M $0.92 By Acuitas F1, F2, F4, F5, F6, F7, F8
transaction OTRK Common Stock Purchase Warrant Other +4.96M 4.96M Jun 5, 2024 Common Stock 4.96M $0.34 By Acuitas F1, F2, F4, F5, F6, F7
transaction OTRK Common Stock Purchase Warrant Expiration (or cancellation) of long derivative position with value received -2.22M -100% 0 Jun 5, 2024 Common Stock 2.22M $0.92 By Acuitas F1, F2, F4, F5, F6, F7, F8
transaction OTRK Common Stock Purchase Warrant Other +5.96M 5.96M Jun 5, 2024 Common Stock 5.96M $0.34 By Acuitas F1, F2, F4, F5, F6, F7
transaction OTRK Common Stock Purchase Warrant Expiration (or cancellation) of long derivative position with value received -1.48M -100% 0 Jun 5, 2024 Common Stock 1.48M $0.92 By Acuitas F1, F2, F4, F5, F6, F7, F8
transaction OTRK Common Stock Purchase Warrant Other +3.97M 3.97M Jun 5, 2024 Common Stock 3.97M $0.34 By Acuitas F1, F2, F4, F5, F6, F7
transaction OTRK Common Stock Purchase Warrant Expiration (or cancellation) of long derivative position with value received -1.48M -100% 0 Jun 5, 2024 Common Stock 1.48M $0.92 By Acuitas F1, F2, F4, F5, F6, F7, F8
transaction OTRK Common Stock Purchase Warrant Other +3.97M 3.97M Jun 5, 2024 Common Stock 3.97M $0.34 By Acuitas F1, F2, F4, F5, F6, F7
transaction OTRK Common Stock Purchase Warrant Expiration (or cancellation) of long derivative position with value received -27.1M -100% 0 Jun 5, 2024 Common Stock 27.1M $0.60 By Acuitas F1, F2, F4, F5, F6, F7
transaction OTRK Common Stock Purchase Warrant Other +47.2M 47.2M Jun 5, 2024 Common Stock 47.2M $0.34 By Acuitas F1, F2, F4, F5, F6, F7
transaction OTRK Senior Secured Convertible Note Expiration (or cancellation) of long derivative position with value received -$2M 0 Jun 2, 2024 Common Stock $0.60 By Acuitas Capital F1, F2, F6, F7
transaction OTRK Senior Secured Convertible Note Other $2M $2M Jun 2, 2024 Common Stock $0.12 By Acuitas Capital F1, F2, F6, F7
* 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 ("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 As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain 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 Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.
F3 Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each 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 $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).
F4 Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.
F5 Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.
F6 Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.
F7 Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.
F8 After giving effect to Ontrak's 1-to-6 reverse stock split, effective as of July 27, 2023. Prior to the Sixth Amendment, on September 1, 2023, the exercise price of the warrants issued on August 29, 2022, September 7, 2022, January 5, 2023 and March 6, 2023 was determined to have been automatically reduced to $0.9228, subject to further adjustment, on account of the 1:6 reverse stock split and the final funding under the Keep Well Agreement. Table II reflects the exercise prices after giving effect to such exercise price reduction terms (but prior to the adjustments described in (5) above).