4//SEC Filing
PEIZER TERREN S 4
Accession 0001104659-25-054410
CIK 0001136174other
Filed
May 28, 8:00 PM ET
Accepted
May 29, 9:30 PM ET
Size
12.3 KB
Accession
0001104659-25-054410
Insider Transaction Report
Form 4
Ontrak, Inc.OTRK
Acuitas Group Holdings, LLC
10% Owner
Transactions
- Purchase
Senior Secured Convertible Promissory Note
2025-05-27(indirect: By Acuitas Capital)From: 2025-05-27→ Common Stock - Other
Common Stock Purchase Warrant
2025-05-27+1,635,220→ 1,635,220 total(indirect: By Acuitas)Exercise: $1.59From: 2025-05-27Exp: 2030-05-27→ Common Stock (1,635,220 underlying)
PEIZER TERREN S
DirectorChief Executive Officer10% Owner
Transactions
- Purchase
Senior Secured Convertible Promissory Note
2025-05-27(indirect: By Acuitas Capital)From: 2025-05-27→ Common Stock - Other
Common Stock Purchase Warrant
2025-05-27+1,635,220→ 1,635,220 total(indirect: By Acuitas)Exercise: $1.59From: 2025-05-27Exp: 2030-05-27→ Common Stock (1,635,220 underlying)
Footnotes (4)
- [F1]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.
- [F2]As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the 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 Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.
- [F3]The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the 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 $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).
- [F4]Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 27, 2025, in the form attached to the Sixth Amendment, to purchase up to 1,635,220 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.59 per share (subject to further adjustment).
Documents
Issuer
Ontrak, Inc.
CIK 0001136174
Entity typeother
Related Parties
1- filerCIK 0000904534
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 9:30 PM ET
- Size
- 12.3 KB