Peizer Terren S's Form 4 filing
Ontrak, Inc. (OTRK) · filed Jun 5, 2024
- Accession no.
- 0001104659-24-068774
- Filed
- Jun 5, 2024, 8:12 PM ET
- Trade date
- Jun 2-5, 2024
- Filing delay
- 3 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 18 derivative transactions. It was filed 3 days after the trade, past the 2-business-day deadline.
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.
This filing has no transactions of this kind.
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 |
|---|---|---|---|---|---|---|---|---|
| Jun 2, 2024 | Senior Secured Convertible Promissory Note | PPurchaseAcquired | – | –F2,F3 | – | – | Indirect | |
| Jun 2, 2024 | Senior Secured Convertible Promissory Note | PPurchaseAcquired | – | –F2,F3 | – | – | Indirect | |
| Jun 5, 2024 | Senior Secured Convertible Promissory Note | PPurchaseAcquired | – | –F2,F3 | – | – | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +8,715,863 | –F2,F4 | – | 8,715,863 | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +11,278,196 | –F2,F4 | – | 11,278,196 | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +11,538,462 | –F2,F4 | – | 11,538,462 | Indirect | |
| Jun 5, 2024 | Common Stock | HLess common codeDisposed | −1,851,852 | –F2,F5 | – | 0 | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +4,964,815 | –F2,F5 | – | 4,964,815 | Indirect | |
| Jun 5, 2024 | Common Stock | HLess common codeDisposed | −2,222,223 | –F2,F5 | – | 0 | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +5,957,779 | –F2,F5 | – | 5,957,779 | Indirect | |
| Jun 5, 2024 | Common Stock | HLess common codeDisposed | −1,481,482 | –F2,F5 | – | 0 | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +3,971,853 | –F2,F5 | – | 3,971,853 | Indirect | |
| Jun 5, 2024 | Common Stock | HLess common codeDisposed | −1,481,482 | –F2,F5 | – | 0 | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +3,971,853 | –F2,F5 | – | 3,971,853 | Indirect | |
| Jun 5, 2024 | Common Stock | HLess common codeDisposed | −27,082,186 | –F2,F5 | – | 0 | Indirect | |
| Jun 5, 2024 | Common Stock | JOtherAcquired | +47,208,924 | –F2,F5 | – | 47,208,924 | Indirect | |
| Jun 2, 2024 | Senior Secured Convertible Note | HLess common codeDisposed | – | –F2,F6 | – | 0 | Indirect | |
| Jun 2, 2024 | Senior Secured Convertible Note | JOtherAcquired | – | –F2,F6 | – | – | 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.
- F2
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.
Referenced by the price of 18 transactions in Table II.
- F3
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).
Referenced by the price of 3 transactions in Table II.
- F4
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.
Referenced by the price of 3 transactions in Table II.
- F5
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.
Referenced by the price of 10 transactions in Table II.
- F6
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.
Referenced by the price of 2 transactions in Table II.