Peizer Terren S's Form 4 filing
Ontrak, Inc. (OTRK) · filed Oct 3, 2024
- Accession no.
- 0001104659-24-106020
- Filed
- Oct 3, 2024, 8:11 PM ET
- Trade date
- Sep 30, 2024
- Filing delay
- 3 daysLate
- Rule 10b5-1 plan
- Not checked
This filing lists 2 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.
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 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, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.
Referenced by the price of 2 transactions in Table II.
- 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).
Referenced by the price of 1 transaction in Table II.
- F4
Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on September 30, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 760,456 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.63 per share (subject to further adjustment).
Referenced by the price of 1 transaction in Table II.
Remarks
All share amounts, as well as the exercise/conversion prices and similar amounts, reported herein reflect and give effect to Ontrak's 1:15 reverse stock split, effective on September 23, 2024.