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