Sec Form 4 Filing - PEIZER TERREN S @ Ontrak, Inc. - 2024-10-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PEIZER TERREN S 2. Issuer Name and Ticker or Trading Symbol Ontrak, Inc. [ OTRK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 DORADO BEACH DRIVE #3831 3. Date of Earliest Transaction (MM/DD/YY) 10/03/2024 (Street) DORADO, PR00646 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Senior Secured Convertible Promissory Note ( 1 ) ( 2 ) ( 3 ) 10/03/2024( 2 ) P 10/03/2024( 2 )( 3 ) ( 3 ) Common Stock ( 2 ) ( 3 ) ( 2 ) ( 3 ) $ 1,000,000 I By Acuitas Capital Common Stock Purchase Warrant ( 1 ) < /td> $ 2.27 ( 2 ) ( 4 ) 10/03/2024( 2 )( 4 ) J 881,057 ( 4 ) 10/03/2024( 2 )( 4 ) 10/02/2029 Common Stock 881,057 ( 2 ) ( 4 ) ( 2 ) ( 4 ) 881,057 I By Acuitas

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEIZER TERREN S 200 DORADO BEACH DRIVE #3831 DORADO, PR00646 X Acuitas Group Holdings, LLC 200 DORADO BEACH DRIVE #3831 DORADO, PR00646 X Signatures Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer 10/07/2024 Signature of Reporting Person Date /s/ Terren S. Peizer 10/07/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is jointly filed by Terren S. Peizer ("Mr. Peizer") and Acuitas Group Holdings, LLC ("Acuitas") with respect to the issuer Ontrak, Inc. ("Ontrak"). Mr. Peizer is the Chairman and sole member of Acuitas and, in such capacity, exercises voting and investment power over any securities held for the accounts of Acuitas. ( 2 )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 October 3, 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. ( 3 )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). ( 4 )Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on October 3, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 881,057 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.27 per share (subject to further adjustment).

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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