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