4//SEC Filing
PEIZER TERREN S 4
Accession 0001104659-24-068774
CIK 0001136174other
Filed
Jun 4, 8:00 PM ET
Accepted
Jun 5, 8:12 PM ET
Size
61.7 KB
Accession
0001104659-24-068774
Insider Transaction Report
Form 4
Ontrak, Inc.OTRK
PEIZER TERREN S
DirectorChief Executive Officer10% Owner
Transactions
- Other
Common Stock Purchase Warrant
2024-06-05+11,538,462→ 11,538,462 total(indirect: By Acuitas Capital)Exercise: $0.26From: 2024-06-05Exp: 2029-06-05→ Common Stock (11,538,462 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+4,964,815→ 4,964,815 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2027-08-29→ Common Stock (4,964,815 underlying) - Purchase
Senior Secured Convertible Promissory Note
2024-06-02(indirect: By Acuitas Capital)From: 2024-06-02→ Common Stock - Purchase
Senior Secured Convertible Promissory Note
2024-06-02(indirect: By Acuitas Capital)From: 2024-06-02→ Common Stock - Purchase
Senior Secured Convertible Promissory Note
2024-06-05(indirect: By Acuitas Capital)From: 2024-06-05→ Common Stock - Other
Common Stock Purchase Warrant
2024-06-05+11,278,196→ 11,278,196 total(indirect: By Acuitas Capital)Exercise: $0.27From: 2024-06-05Exp: 2029-05-08→ Common Stock (11,278,196 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+8,715,863→ 8,715,863 total(indirect: By Acuitas Capital)Exercise: $0.34From: 2024-06-05Exp: 2029-04-05→ Common Stock (8,715,863 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−1,851,852→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-02-21Exp: 2027-08-29→ Common Stock (1,851,852 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−2,222,223→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-02-21Exp: 2027-09-07→ Common Stock (2,222,223 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+5,957,779→ 5,957,779 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2027-09-07→ Common Stock (5,957,779 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+47,208,924→ 47,208,924 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2028-11-14→ Common Stock (47,208,924 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−1,481,482→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-02-21Exp: 2028-01-05→ Common Stock (1,481,482 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+3,971,853→ 3,971,853 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2028-01-05→ Common Stock (3,971,853 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−1,481,482→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-03-06Exp: 2028-03-06→ Common Stock (1,481,482 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−27,082,186→ 0 total(indirect: By Acuitas)Exercise: $0.60From: 2023-12-20Exp: 2028-11-14→ Common Stock (27,082,186 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+3,971,853→ 3,971,853 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2028-03-06→ Common Stock (3,971,853 underlying) - Expiration (Short)
Senior Secured Convertible Note
2024-06-02→ 0 total(indirect: By Acuitas Capital)Exercise: $0.60From: 2023-12-20Exp: 2026-05-04→ Common Stock - Other
Senior Secured Convertible Note
2024-06-02(indirect: By Acuitas Capital)Exercise: $0.12From: 2024-06-02Exp: 2026-05-04→ Common Stock
Acuitas Group Holdings, LLC
10% Owner
Transactions
- Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−1,851,852→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-02-21Exp: 2027-08-29→ Common Stock (1,851,852 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+11,538,462→ 11,538,462 total(indirect: By Acuitas Capital)Exercise: $0.26From: 2024-06-05Exp: 2029-06-05→ Common Stock (11,538,462 underlying) - Purchase
Senior Secured Convertible Promissory Note
2024-06-02(indirect: By Acuitas Capital)From: 2024-06-02→ Common Stock - Purchase
Senior Secured Convertible Promissory Note
2024-06-02(indirect: By Acuitas Capital)From: 2024-06-02→ Common Stock - Purchase
Senior Secured Convertible Promissory Note
2024-06-05(indirect: By Acuitas Capital)From: 2024-06-05→ Common Stock - Other
Common Stock Purchase Warrant
2024-06-05+8,715,863→ 8,715,863 total(indirect: By Acuitas Capital)Exercise: $0.34From: 2024-06-05Exp: 2029-04-05→ Common Stock (8,715,863 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+11,278,196→ 11,278,196 total(indirect: By Acuitas Capital)Exercise: $0.27From: 2024-06-05Exp: 2029-05-08→ Common Stock (11,278,196 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+4,964,815→ 4,964,815 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2027-08-29→ Common Stock (4,964,815 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−2,222,223→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-02-21Exp: 2027-09-07→ Common Stock (2,222,223 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+5,957,779→ 5,957,779 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2027-09-07→ Common Stock (5,957,779 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−1,481,482→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-02-21Exp: 2028-01-05→ Common Stock (1,481,482 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+3,971,853→ 3,971,853 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2028-01-05→ Common Stock (3,971,853 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−1,481,482→ 0 total(indirect: By Acuitas)Exercise: $0.92From: 2023-03-06Exp: 2028-03-06→ Common Stock (1,481,482 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+3,971,853→ 3,971,853 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2028-03-06→ Common Stock (3,971,853 underlying) - Other
Common Stock Purchase Warrant
2024-06-05+47,208,924→ 47,208,924 total(indirect: By Acuitas)Exercise: $0.34From: 2024-06-05Exp: 2028-11-14→ Common Stock (47,208,924 underlying) - Expiration (Short)
Common Stock Purchase Warrant
2024-06-05−27,082,186→ 0 total(indirect: By Acuitas)Exercise: $0.60From: 2023-12-20Exp: 2028-11-14→ Common Stock (27,082,186 underlying) - Expiration (Short)
Senior Secured Convertible Note
2024-06-02→ 0 total(indirect: By Acuitas Capital)Exercise: $0.60From: 2023-12-20Exp: 2026-05-04→ Common Stock - Other
Senior Secured Convertible Note
2024-06-02(indirect: By Acuitas Capital)Exercise: $0.12From: 2024-06-02Exp: 2026-05-04→ Common Stock
Footnotes (8)
- [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).
Documents
Issuer
Ontrak, Inc.
CIK 0001136174
Entity typeother
Related Parties
1- filerCIK 0000904534
Filing Metadata
- Form type
- 4
- Filed
- Jun 4, 8:00 PM ET
- Accepted
- Jun 5, 8:12 PM ET
- Size
- 61.7 KB