0001104659-24-045895.txt : 20240410 0001104659-24-045895.hdr.sgml : 20240410 20240410172023 ACCESSION NUMBER: 0001104659-24-045895 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240328 FILED AS OF DATE: 20240410 DATE AS OF CHANGE: 20240410 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEIZER TERREN S CENTRAL INDEX KEY: 0000904534 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31932 FILM NUMBER: 24836656 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 ORGANIZATION NAME: STATE OF INCORPORATION: CA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31932 FILM NUMBER: 24836655 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] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 880464853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 333 S. E. 2ND AVENUE STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 310 444 4300 MAIL ADDRESS: STREET 1: 333 S. E. 2ND AVENUE STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33131 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 tm2411494-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-03-28 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 0 Common Stock Purchase Warrant 0.85 2024-03-28 4 H 0 36666666 D 2023-12-20 2028-12-20 Common Stock 36666666 0 I By Humanitario Common Stock Purchase Warrant 0.36 2024-03-28 4 J 0 86574073 A 2024-03-28 2028-12-20 Common Stock 86574073 86574073 I By Humanitario Common Stock Purchase Warrant 0.36 2024-03-28 4 H 0 86574073 D 2024-03-28 2028-12-20 Common Stock 86574073 0 I By Humanitario Common Stock Purchase Warrant 0.3442 2024-04-08 4 J 0 90548129 A 2024-04-08 2028-12-20 Common Stock 90548129 90548129 I By Humanitario 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. 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. 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. 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). 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. Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer 2024-04-10 /s/ Terren S. Peizer 2024-04-10