Peizer Terren S 的 Form 4 申報

F3

As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

表 I 有 1 筆交易的價格引用這則附註。

F4

As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) a five-year warrant (each a "Keep Well Warrant") to purchase up to a number of Shares equal to (x) the amount converted divided by (y) the conversion price of the Keep Well Note then in effect, which Keep Well Warrant will be exercisable for an exercise price equal to such conversion price (as may be adjusted).

表 II 有 2 筆交易的價格引用這則附註。

F5

As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

表 I 有 1 筆、表 II 有 2 筆交易的價格引用這則附註。

F6

Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

表 I 有 1 筆、表 II 有 2 筆交易的價格引用這則附註。

F7

Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

表 II 有 2 筆交易的價格引用這則附註。

F8

As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

表 II 有 4 筆交易的價格引用這則附註。

F10

As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

表 II 有 2 筆交易的價格引用這則附註。

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