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