Peizer Terren S's Form 4 filing
Ontrak, Inc. (OTRK) · filed Nov 15, 2023
- Accession no.
- 0001104659-23-118825
- Filed
- Nov 15, 2023, 6:17 PM ET
- Trade date
- Nov 14, 2023
- Filing delay
- 1 day
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 11 derivative transactions. It was filed 1 day after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Peizer Terren SCIK 0000904534 | 10% Owner |
| Acuitas Group Holdings, LLCCIK 0001797168 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Nov 14, 2023 | Common Stock | CConversionDisposed | −6,990,805 | –F5,F9,F10 | – | – | Indirect | |
| Nov 14, 2023 | Common Stock | CConversionDisposed | −8,388,967 | –F5,F9,F10 | – | – | Indirect | |
| Nov 14, 2023 | Common Stock | CConversionDisposed | −1,979,916 | –F5,F9,F10 | – | – | Indirect | |
| Nov 14, 2023 | Common Stock | CConversionDisposed | −695,103 | –F5,F9,F10 | – | – | Indirect | |
| Nov 14, 2023 | Common Stock | PPurchaseAcquired | +18,054,791 | –F6,F9,F10 | – | 18,054,791 | Indirect | |
| Nov 14, 2023 | Senior Secured Convertible Note | SSaleDisposed | – | –F7 | – | – | Indirect | |
| Nov 14, 2023 | Senior Secured Convertible Note | SSaleDisposed | – | –F7 | – | – | Indirect | |
| Nov 14, 2023 | Senior Secured Convertible Note | SSaleDisposed | – | –F3,F9,F11 | – | – | Indirect | |
| Nov 14, 2023 | Senior Secured Convertible Note | PPurchaseAcquired | – | –F3,F9,F11 | – | – | Indirect | |
| Nov 14, 2023 | Common Stock | PPurchaseAcquired | +18,333,333 | –F7,F8 | – | 18,333,333 | Indirect | |
| Nov 14, 2023 | Common Stock | PPurchaseAcquired | +36,666,666 | –F7,F8 | – | 36,666,666 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F3
Under the terms of the Keep Well Agreement, prior to the Notes Conversion (as defined below), the Keep Well Notes had a maturity date of September 30, 2024. Acuitas Capital, at its option, has the right to convert the entire principal amount of the Keep Well Notes outstanding, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares") at a conversion price equal to the lesser of (a) $2.40 per share (as may be adjusted) and (b) the greater of (i) the closing price of Ontrak's common stock on the trading day immediately prior to the conversion and (ii) $0.90 per share (as may be adjusted).
Referenced by the price of 2 transactions in Table II.
- F5
On November 14, 2023, Ontrak completed its previously announced public offering (the "Offering") of Shares and warrants to purchase Shares at a combined public offering price of $0.60 per Share and accompanying warrants (the "Offering Price"), as disclosed in the Form 8-K filed by Ontrak with the SEC on November 15, 2023. In accordance with the Fifth Amendment, prior to the closing of the Offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Acuitas ("Humanitario"), upon conversion of the aggregate principal amount of all outstanding Keep Well Notes previously issued to Acuitas Capital under the Keep Well Agreement, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), in accordance with the terms (including the conversion price) of the Keep Well Agreement and the Keep Well Notes.
Referenced by the price of 1 transaction in Table I and 4 transactions in Table II.
- F6
On November 14, 2023, in connection with the Notes Conversion, Ontrak issued to Acuitas a Keep Well Warrant to purchase up to 18,054,791 Shares with an exercise price of $0.90 per share (the "Conversion Warrant").
Referenced by the price of 1 transaction in Table II.
- F7
On November 14, 2023, in accordance with the Fifth Amendment, and concurrent with the closing of the Offering, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares (the "Private Placement Warrant"; together with the Pre-Funded Warrant, the "Private Placement Securities"), for total consideration of $11.0 million, consisting of (a) the $6.0 million Acuitas Capital previously delivered to Ontrak in June 2023 and September 2023 in accordance with the Keep Well Agreement and (b) a reduction of the aggregate amounts outstanding under the Keep Well Notes (after giving effect to the Notes Conversion) to $2.0 million (the Keep Well Note evidencing such $2.0 million, the "Surviving Note").
Referenced by the price of 4 transactions in Table II.
- F8
The exercisability of the Private Placement Securities is subject to Stockholder Approval (as defined below). Upon effectiveness of the Stockholder Approval, the Pre-Funded Warrant may be exercised at any time until exercised in full and the Private Placement Warrant may be exercised through the fifth anniversary date of the effectiveness of the Stockholder Approval. The Private Placement Securities may be exercised on a cashless basis. The exercise prices of the Pre-Funded Warrant and the Private Placement Warrant are $0.0001 per share and $0.85 per share, respectively, in each case, subject to customary adjustment for stock dividends, stock splits, reorganizations or similar events. The exercise price of the Private Placement Warrant and the number of Shares issuable upon exercise thereof are also subject to adjustment upon the occurrence of certain events described therein (collectively, the "Warrant Adjustment Provisions").
Referenced by the price of 2 transactions in Table II.
- F9
The Fifth Amendment requires Ontrak to seek stockholder approval (the "Stockholder Approval") under Nasdaq rules for (a) the issuance of the Shares issuable upon exercise of the Private Placement Securities that, together with the Shares issuable upon exercise of the warrants sold by Ontrak in the Offering, exceed the maximum number of Shares permitted to be issued without such approval under Nasdaq rules, (b) the Notes Conversion Modification (defined below), (c) the elimination of the 90% beneficial ownership limitation under the Keep Well Agreement that prohibited the issuance of Shares to Acuitas Capital and its affiliates upon conversion of any Keep Well Note or exercise of any Keep Well Warrant, and (d) any other terms of the Offering, the Private Placement Securities and/or the Fifth Amendment requiring stockholder approval under Nasdaq rules, including the Warrant Adjustment Provisions.
Referenced by the price of 1 transaction in Table I and 7 transactions in Table II.
- F10
The Offering Price was less than the conversion price at which the Keep Well Notes were converted in the Notes Conversion. Pursuant to the Fifth Amendment, upon effectiveness of the Stockholder Approval, Ontrak will issue additional Shares to Acuitas Capital such that the total number of Shares issued in respect of the Notes Conversion plus such additional Shares will equal the number of Shares that would have been issued in respect of the Notes Conversion had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price, the exercise price of the Conversion Warrant will be reduced to the Offering Price, and the number of Shares subject to the Conversion Warrant will be increased to the number of Shares that would have been subject thereto had the Keep Well Notes been converted in the Notes Conversion at a conversion price equal to the Offering Price (collectively, the "Notes Conversion Modifications").
Referenced by the price of 1 transaction in Table I and 5 transactions in Table II.
- F11
Pursuant to the Fifth Amendment, the maturity date of the Surviving Note has been extended from September 30, 2024 to May 14, 2026, unless earlier due and payable in full. Subject to the effectiveness of the Stockholder Approval, the conversion price of the Surviving Note will be the lesser of (a) $2.40 per share (as may be adjusted) and (b) the greater of (i) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to the conversion and (b) $0.60 per share (as may be adjusted).
Referenced by the price of 2 transactions in Table II.