Sec Form 13D Filing - ACUITAS GROUP HOLDINGS, LLC filing for Ontrak, Inc. (OTRK) - 2025-04-01

Item 3 of the Statement is hereby amended and supplemented to include the information disclosed in Item 4 below, which is incorporated by reference herein.

Item 4 of the Statement is hereby amended and supplemented by adding the following information:"As previously disclosed, on March 28, 2024, Acuitas Capital, the Company, certain of the Company's subsidiaries and U.S. Bank Trust Company, National Association, entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated as of April 15, 2022, as amended by that certain First Amendment made as of August 12, 2022, that certain Second Amendment made as of November 19, 2022, that certain Third Amendment made as of December 30, 2022, that certain Fourth Amendment made as of June 23, 2023 and that certain Fifth Amendment made as of October 31, 2023 (as amended by the Sixth Amendment, the "Keep Well Agreement").Pursuant to the terms of the Sixth Amendment, on March 28, 2025, the Company issued and sold to Acuitas Capital, and Acuitas Capital purchased from the Company, an additional Demand Note with an aggregate principal amount of $1.5 million, in the form attached as Exhibit A to the Sixth Amendment, as previously filed as Exhibit 99.28 to the Original Statement. The source of funds was working capital. Pursuant to the terms of the Sixth Amendment, in connection with the Demand Note purchased by Acuitas Capital from the Company on March 28, 2025, the Company issued to Acuitas a Demand Warrant, in the form attached as Exhibit B to the Sixth Amendment, to purchase up to an aggregate of 2,027,027 Shares, exercisable at an initial exercise price of $1.48 per share (in each case, subject to further adjustment).Also as previously disclosed, the terms of each of the Private Placement Warrant, the Demand Warrants and the New Keep Well Warrants provide for adjustments to the exercise price thereof then in effect and the number of Shares issuable upon exercise thereof upon the occurrence of certain events including, among others, a Stock Combination Event (as previously defined in the Original Statement).According to the Quarterly Report on Form 10-Q filed by the Company with the SEC on November 13, 2024 (the "Most Recent Report"), in October 2024, the Company agreed to amend the terms of certain warrants previously sold in the Company's November 2023 public offering and, as a result thereof, the exercise price of each of the Private Placement Warrant, the Demand Warrants outstanding as of such time and the New Keep Well Warrants was reduced to $2.08 per Share in accordance with their respective terms. After giving effect to the adjustment to the exercise prices thereof and the corresponding increase to the number of Shares issuable upon exercise thereof, the Private Placement Warrant, the Demand Warrants outstanding as of such time, and the New Keep Well Warrants were exercisable for a total of 14,983,974 Shares, 7,692,308 Shares and 10,934,178 Shares, respectively,The foregoing description of the terms of the Private Placement Warrant, the Demand Warrants and the New Keep Well Warrants is qualified in its entirety by reference to the full text of the Private Placement Warrant, as well as the form of Common Stock Purchase Warrant attached as Exhibit B to the Sixth Amendment upon which each Demand Warrant and New Keep Well Warrant was issued, copies of which were previously attached as Exhibits 99.26 and 99.28 to the Original Statement, respectively, and are incorporated by reference herein."

Item 5(a) and (b) of the Statement is amended and restated in its entirety as follows:"(a) and (b)AcuitasAll percentages of Shares outstanding contained herein with respect to Acuitas are based on 37,649,147 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:(i) 4,217,846 Shares issued and outstanding as of November 7, 2024, as disclosed by the Company in the Most Recent Report;(ii) an aggregate of 10,934,178 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the adjustment to the exercise prices thereof to $2.08, as described further in Item 4 above);(iii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(iv) an aggregate of 5,277,782 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital, including the Demand Note purchased on March 28, 2025 (as described in Item 4 above) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(v) an aggregate of 9,719,335 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, including 2,027,027 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on March 28, 2025 (after giving effect to the adjustment to the exercise prices of certain Demand Warrants to $2.08, as described further in Item 4 above); and(vi) an aggregate of 6,388,894 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 833,334 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).As of the date hereof, Acuitas may be deemed to have beneficial ownership of 33,563,434 Shares, consisting of:(i) an aggregate of 132,133 Shares owned by Acuitas as of the date hereof;(ii) an aggregate of 10,934,178 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the adjustment to the exercise prices thereof to $2.08);(iii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(iv) an aggregate of 5,277,782 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital, including the Demand Note purchased on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(v) an aggregate of 9,719,335 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, including 2,027,027 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on March 28, 2025 (after giving effect to the adjustment to the exercise prices of certain Demand Warrants to $2.08); and(vi) an aggregate of 6,388,894 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 833,334 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).The Shares beneficially owned by Acuitas represents approximately 89.2% of the total number of Shares outstanding as of the date hereof. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 33,563,434 Shares with Mr. Peizer. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 12,777,788 Shares with Acuitas Capital and Mr. Peizer.Acuitas CapitalAll percentages of Shares outstanding contained herein with respect to Acuitas Capital are based on 16,995,634 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:(i) 4,217,846 Shares issued and outstanding as of November 7, 2024, as disclosed by the Company in the Most Recent Report;(ii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(iii) an aggregate of 5,277,782 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital, including the Demand Note purchased on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); and(iv) an aggregate of 6,388,894 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 833,334 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).As of the date hereof, Acuitas Capital may be deemed to have beneficial ownership of 12,777,788 Shares, consisting of:(i) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(ii) an aggregate of 5,277,782 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital, including the Demand Note purchased on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); and(iii) an aggregate of 6,388,894 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 833,334 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).The Shares beneficially owned by Acuitas Capital represents approximately 75.2% of the total number of Shares outstanding as of the date hereof. Acuitas Capital may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 12,777,788 Shares with Acuitas and Mr. Peizer.HumanitarioAll percentages of Shares outstanding contained herein with respect to Humanitario are based on 20,501,395 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:(i) 4,217,846 Shares issued and outstanding as of November 7, 2024, as disclosed by the Company in the Most Recent Report; and(ii) an aggregate of 16,283,549 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023, representing the sum of (1) 14,983,974 Shares underlying the Private Placement Warrant (after giving effect to the adjustment to the exercise price thereof to $2.08, as described further in Item 4 above) and (2) 1,299,575 Shares underlying the Private Placement Pre-Funded Warrant.As of the date hereof, Humanitario may be deemed to have beneficial ownership of 18,089,029 Shares, consisting of:(i) an aggregate of 1,805,480 Shares owned by Humanitario as of the date hereof; and(ii) an aggregate of 16,283,549 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023 (after giving effect to the adjustment to the exercise price of the Private Placement Warrant to $2.08).The Shares beneficially owned by Humanitario represents approximately 88.2% of the total number of Shares outstanding as of the date hereof. Humanitario may be deemed to share th e power to vote or direct the vote and dispose or direct the disposition of all of the 18,089,029 Shares with Mr. Peizer.Mr. PeizerAll percentages of Shares outstanding contained herein with respect to Mr. Peizer are based on 53,932,696 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:(i) 4,217,846 Shares issued and outstanding as of November 7, 2024, as disclosed by the Company in the Most Recent Report;(ii) an aggregate of 10,934,178 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the adjustment to the exercise prices thereof to $2.08);(iii) an aggregate of 16,283,549 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023 (after giving effect to the adjustment to the exercise price of the Private Placement Warrant to $2.08);(iv) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(v) an aggregate of 5,277,782 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital, including the Demand Note purchased on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(vi) an aggregate of 9,719,335 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, including 2,027,027 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on March 28, 2025 (after giving effect to the adjustment to the exercise prices of certain Demand Warrants to $2.08); and(vii) an aggregate of 6,388,894 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 833,334 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).As of the date hereof, Mr. Peizer may be deemed to have beneficial ownership of 51,652,463 Shares, consisting of:(i) an aggregate of 1,937,613 Shares beneficially owned by Mr. Peizer as of the date hereof, representing the sum of (1) 132,133 Shares owned by Acuitas as of the date hereof and (2) 1,805,480 Shares owned by Humanitario as of the date hereof;(ii) an aggregate of 10,934,178 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the adjustment to the exercise prices thereof to $2.08);(iii) an aggregate of 16,283,549 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023 (after giving effect to the adjustment to the exercise price of the Private Placement Warrant to $2.08);(iv) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(v) an aggregate of 5,277,782 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital, including the Demand Note purchased on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);(vi) an aggregate of 9,719,335 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, including 2,027,027 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on March 28, 2025 (after giving effect to the adjustment to the exercise prices of certain Demand Warrants to $2.08); and(vii) an aggregate of 6,388,894 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 833,334 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on March 28, 2025 (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).The Shares beneficially owned by Mr. Peizer represents approximately 95.77% of the total number of Shares outstanding as of the date hereof. Mr. Peizer may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all of the 51,652,463 Shares."

"The Shares beneficially owned by Acuitas represents approximately 89.2% of the total number of Shares outstanding as of the date hereof. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 33,563,434 Shares with Mr. Peizer. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 12,777,788 Shares with Acuitas Capital and Mr. Peizer.The Shares beneficially owned by Acuitas Capital represents approximately 75.2% of the total number of Shares outstanding as of the date hereof. Acuitas Capital may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 12,777,788 Shares with Acuitas and Mr. Peizer.The Shares beneficially owned by Humanitario represents approximately 88.2% of the total number of Shares outstanding as of the date hereof. Humanitario may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 18,089,029 Shares with Mr. Peizer.The Shares beneficially owned by Mr. Peizer represents approximately 95.77% of the total number of Shares outstanding as of the date hereof. Mr. Peizer may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all of the 51,652,463 Shares."

Item 5(c) of the Statement is hereby supplemented with the following:"The Reporting Persons had no transactions in the securities of the Company since the most recent filing on Schedule 13D."

Item 6 of the Statement is hereby amended and supplemented to include the information disclosed in Item 4 above, which information is incorporated by reference herein.

EX-99.26 COMMON STOCK PURCHASE WARRANT (https://www.sec.gov/Archives/edgar/data/0001136174/000110465923118798/tm2330772d1_ex99-26.htm)EX-99.28 SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (https://www.sec.gov/Archives/edgar/data/0001136174/000110465924041962/tm2410295d1_ex99-28.htm)