| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Ontrak, Inc. [ OTRK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/29/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock(1) | 08/29/2022(2) | (2) | A | 739,645 | A | (2) | 9,853,800 | I | By Acuitas | |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant(1)(3) | $1.69 | 08/29/2022(3) | A | 591,716 | (3) | 08/29/2027 | Common Stock | 591,716 | (3) | 591,716 | I | By Acuitas | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. This Form 4 is jointly filed by Terren S. Peizer and Acuitas Group Holdings, LLC ("Acuitas"). 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. |
| 2. On April 15, 2022, Acuitas Capital LLC ("Acuitas Capital"), an entity wholly owned by Acuitas, entered into a Master Note Purchase Agreement with the issuer and certain other parties (the "Keep Well Agreement"). Under the terms of the Keep Well Agreement, subject to conditions specified therein, including the issuer obtaining the stockholder approval described in the following sentence, the issuer agreed to issue 739,645 shares of the issuer's common stock (the "Commitment Shares") to Acuitas Capital (or an entity affiliated with Acuitas Capital, as designated by Acuitas Capital). Under the terms of the Keep Well Agreement, the issuer shall not issue any of Commitment Shares, and Acuitas Capital had no right to receive any Commitment Shares, unless and until the issuer obtained stockholder approval as required by, and in accordance with, the applicable Nasdaq listing rules for the issuance of the Commitment Shares. Such stockholder approval was obtained on August 29, 2022. |
| 3. On July 15, 2022, pursuant to the Keep Well Agreement, the issuer issued and sold a senior secured note in the principal amount of $5,000,000 to Acuitas Capital. Under the terms of the Keep Well Agreement, in connection with the issuance and sale of that note, subject to the issuer obtaining the stockholder approval described in the following sentence, the issuer agreed to issue this warrant to Acuitas Capital (or an entity affiliated with Acuitas Capital, as designated by Acuitas Capital) (this "Warrant"). Under the terms of the Keep Well Agreement, the issuer shall not issue any warrant, and Acuitas Capital had no right to receive any warrant, unless and until the issuer obtained stockholder approval as required by, and in accordance with, the applicable Nasdaq listing rules for the issuance of the warrant. Such stockholder approval was obtained at the issuer's annual meeting of stockholders held on August 29, 2022 and this Warrant was issued on that date. |
| /s/ Acuitas Group Holdings, LLC by Terren S. Peizer | 08/31/2022 | |
| /s/ Terren S. Peizer | 08/31/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||