0001104659-23-030158.txt : 20230308
0001104659-23-030158.hdr.sgml : 20230308
20230308171907
ACCESSION NUMBER: 0001104659-23-030158
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230306
FILED AS OF DATE: 20230308
DATE AS OF CHANGE: 20230308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PEIZER TERREN S
CENTRAL INDEX KEY: 0000904534
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31932
FILM NUMBER: 23717124
MAIL ADDRESS:
STREET 1: 11111 SANTA MONICABLVD STE.500
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Acuitas Group Holdings, LLC
CENTRAL INDEX KEY: 0001797168
STATE OF INCORPORATION: CA
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31932
FILM NUMBER: 23717123
BUSINESS ADDRESS:
STREET 1: 2120 COLORADO AVENUE, #230
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
BUSINESS PHONE: 310-444-4321
MAIL ADDRESS:
STREET 1: 2120 COLORADO AVENUE, #230
CITY: SANTA MONICA
STATE: CA
ZIP: 90404
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ontrak, Inc.
CENTRAL INDEX KEY: 0001136174
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090]
IRS NUMBER: 880464853
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2200 PASEO VERDE PARKWAY
STREET 2: SUITE 280
CITY: HENDERSON
STATE: NV
ZIP: 89052
BUSINESS PHONE: 310 444 4300
MAIL ADDRESS:
STREET 1: 2200 PASEO VERDE PARKWAY
STREET 2: SUITE 280
CITY: HENDERSON
STATE: NV
ZIP: 89052
FORMER COMPANY:
FORMER CONFORMED NAME: CATASYS, INC.
DATE OF NAME CHANGE: 20110316
FORMER COMPANY:
FORMER CONFORMED NAME: HYTHIAM, INC.
DATE OF NAME CHANGE: 20101029
FORMER COMPANY:
FORMER CONFORMED NAME: HYTHIAM INC
DATE OF NAME CHANGE: 20031003
4
1
tm238745-3_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2023-03-06
0
0001136174
Ontrak, Inc.
OTRK
0000904534
PEIZER TERREN S
200 DORADO BEACH DRIVE #3831
DORADO
PR
00646
PUERTO RICO
0
0
1
0
0001797168
Acuitas Group Holdings, LLC
200 DORADO BEACH DRIVE #3831
DORADO
PR
00646
PUERTO RICO
0
0
1
0
Warrant
0.45
2023-03-06
4
P
0
8888889
A
2028-03-06
Common Stock
8888889
8888889
I
By Acuitas
Senior Secured Convertible Note
0.40
2023-03-06
4
P
0
10000000
A
2024-06-30
Common Stock
10000000
10000000
I
By Acuitas
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.
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").
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.
Acuitas Group Holdings, LLC By: /s/ Terren S. Peizer, Chairman
2023-03-08
/s/ Terren S. Peizer
2023-03-08