0001104659-24-068774.txt : 20240605 0001104659-24-068774.hdr.sgml : 20240605 20240605201227 ACCESSION NUMBER: 0001104659-24-068774 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240602 FILED AS OF DATE: 20240605 DATE AS OF CHANGE: 20240605 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: 241023604 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: 241023603 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 tm2416475-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-06-02 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 Senior Secured Convertible Promissory Note 2024-06-02 4 P 0 1500000 A 2024-06-02 Common Stock 1500000 I By Acuitas Capital Senior Secured Convertible Promissory Note 2024-06-02 4 P 0 1500000 A 2024-06-02 Common Stock 1500000 I By Acuitas Capital Senior Secured Convertible Promissory Note 2024-06-05 4 P 0 1500000 A 2024-06-05 Common Stock 1500000 I By Acuitas Capital Common Stock Purchase Warrant 0.3442 2024-06-05 4 J 0 8715863 A 2024-06-05 2029-04-05 Common Stock 8715863 8715863 I By Acuitas Capital Common Stock Purchase Warrant 0.266 2024-06-05 4 J 0 11278196 A 2024-06-05 2029-05-08 Common Stock 11278196 11278196 I By Acuitas Capital Common Stock Purchase Warrant 0.26 2024-06-05 4 J 0 11538462 A 2024-06-05 2029-06-05 Common Stock 11538462 11538462 I By Acuitas Capital Common Stock Purchase Warrant 0.9228 2024-06-05 4 H 0 1851852 D 2023-02-21 2027-08-29 Common Stock 1851852 0 I By Acuitas Common Stock Purchase Warrant 0.3442 2024-06-05 4 J 0 4964815 A 2024-06-05 2027-08-29 Common Stock 4964815 4964815 I By Acuitas Common Stock Purchase Warrant 0.9228 2024-06-05 4 H 0 2222223 D 2023-02-21 2027-09-07 Common Stock 2222223 0 I By Acuitas Common Stock Purchase Warrant 0.3442 2024-06-05 4 J 0 5957779 A 2024-06-05 2027-09-07 Common Stock 5957779 5957779 I By Acuitas Common Stock Purchase Warrant 0.9228 2024-06-05 4 H 0 1481482 D 2023-02-21 2028-01-05 Common Stock 1481482 0 I By Acuitas Common Stock Purchase Warrant 0.3442 2024-06-05 4 J 0 3971853 A 2024-06-05 2028-01-05 Common Stock 3971853 3971853 I By Acuitas Common Stock Purchase Warrant 0.9228 2024-06-05 4 H 0 1481482 D 2023-03-06 2028-03-06 Common Stock 1481482 0 I By Acuitas Common Stock Purchase Warrant 0.3442 2024-06-05 4 J 0 3971853 A 2024-06-05 2028-03-06 Common Stock 3971853 3971853 I By Acuitas Common Stock Purchase Warrant 0.6 2024-06-05 4 H 0 27082186 D 2023-12-20 2028-11-14 Common Stock 27082186 0 I By Acuitas Common Stock Purchase Warrant 0.3442 2024-06-05 4 J 0 47208924 A 2024-06-05 2028-11-14 Common Stock 47208924 47208924 I By Acuitas Senior Secured Convertible Note 0.6 2024-06-02 4 H 0 2000000 D 2023-12-20 2026-05-04 Common Stock 0 I By Acuitas Capital Senior Secured Convertible Note 0.12 2024-06-02 4 J 0 2000000 A 2024-06-02 2026-05-04 Common Stock 2000000 I By Acuitas Capital 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. 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. 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). 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. 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. 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. 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. 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). Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer 2024-06-05 /s/ Terren S. Peizer 2024-06-05