Peizer Terren S 的 Form 4 申報
Ontrak, Inc.（OTRK），2024/6/5 申報
- 申報編號
- 0001104659-24-068774
- 申報時間
- 2024/6/5 20:12 ET
- 交易日
- 2024/6/2-6/5
- 申報延遲
- 3 天遲報
- 10b5-1 計畫
- 沒有勾選
這份申報列了 18 筆衍生性交易。交易後 3 天才申報，超過 2 個營業日的期限。
申報人
一份 Form 4 可以有好幾位申報人，例如本人與他控制的基金。各交易表上顯示的是第一位。
| 申報人 | 與公司的關係 |
|---|---|
| Peizer Terren SCIK 0000904534 | 持股 10% 以上大股東 |
| Acuitas Group Holdings, LLCCIK 0001797168 | 持股 10% 以上大股東 |
非衍生性證券（表 I）
普通股等股票的取得與處分，每一列是申報上的一筆。
這份申報沒有這一類的交易。
衍生性證券（表 II）
選擇權、認股權證、限制型股票單位等。股數是標的股票的股數；單價與金額是衍生證券本身的價格，交易後持有是衍生證券的單位數。
| 交易日 | 證券 | 交易 | 標的股數 | 單價 | 金額 | 交易後持有 | 持有方式 | 旗標 |
|---|---|---|---|---|---|---|---|---|
| 2024/6/2 | Senior Secured Convertible Promissory Note | P買進取得 | – | –F2,F3 | – | – | 間接 | |
| 2024/6/2 | Senior Secured Convertible Promissory Note | P買進取得 | – | –F2,F3 | – | – | 間接 | |
| 2024/6/5 | Senior Secured Convertible Promissory Note | P買進取得 | – | –F2,F3 | – | – | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +8,715,863 | –F2,F4 | – | 8,715,863 | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +11,278,196 | –F2,F4 | – | 11,278,196 | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +11,538,462 | –F2,F4 | – | 11,538,462 | 間接 | |
| 2024/6/5 | Common Stock | H少見代碼處分 | −1,851,852 | –F2,F5 | – | 0 | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +4,964,815 | –F2,F5 | – | 4,964,815 | 間接 | |
| 2024/6/5 | Common Stock | H少見代碼處分 | −2,222,223 | –F2,F5 | – | 0 | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +5,957,779 | –F2,F5 | – | 5,957,779 | 間接 | |
| 2024/6/5 | Common Stock | H少見代碼處分 | −1,481,482 | –F2,F5 | – | 0 | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +3,971,853 | –F2,F5 | – | 3,971,853 | 間接 | |
| 2024/6/5 | Common Stock | H少見代碼處分 | −1,481,482 | –F2,F5 | – | 0 | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +3,971,853 | –F2,F5 | – | 3,971,853 | 間接 | |
| 2024/6/5 | Common Stock | H少見代碼處分 | −27,082,186 | –F2,F5 | – | 0 | 間接 | |
| 2024/6/5 | Common Stock | J其他取得 | +47,208,924 | –F2,F5 | – | 47,208,924 | 間接 | |
| 2024/6/2 | Senior Secured Convertible Note | H少見代碼處分 | – | –F2,F6 | – | 0 | 間接 | |
| 2024/6/2 | Senior Secured Convertible Note | J其他取得 | – | –F2,F6 | – | – | 間接 |
附註與備註
本站收錄交易價格引用的附註、修正申報（Form 4/A）的全部附註，以及申報的備註。其他附註，例如間接持有的方式、交易計畫的細節，請看 SEC EDGAR 上的原文。
- 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.
表 II 有 18 筆交易的價格引用這則附註。
- 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).
表 II 有 3 筆交易的價格引用這則附註。
- 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.
表 II 有 3 筆交易的價格引用這則附註。
- 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.
表 II 有 10 筆交易的價格引用這則附註。
- 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.
表 II 有 2 筆交易的價格引用這則附註。