Ontrak Inc SEC Filings

Schedule 13D/A filed for Ontrak, Inc. (OTRK) on 20 June 2025 discloses updated beneficial ownership positions for Terren S. Peizer and three affiliated entities—Acuitas Group Holdings LLC, Acuitas Capital LLC, and Humanitario Capital LLC. The filing is triggered by recent transactions that altered the group’s aggregate economic exposure through common stock, convertible notes and multiple warrant classes.

Key ownership figures

• Terren S. Peizer: 68,013,532 shares beneficially owned, representing 97.5 % of the 69,793,767 fully-diluted shares the filer deems outstanding.
• Acuitas Group Holdings LLC: 44,839,793 shares (91.6 % of 48,925,508 shares).
• Acuitas Capital LLC: 15,055,568 shares (78.1 % of 19,273,416 shares).
• Humanitario Capital LLC: 23,173,739 shares (92.4 % of 25,086,107 shares).

The majority of the reported shares are not currently outstanding common stock but are issuable under a complex structure of convertible demand notes, a surviving note, and several warrant classes: New Keep-Well Warrants (14.6 million shares), Demand Warrants (15.0 million), Conversion Warrants (7.5 million) and securities issued in a November 2023 private placement (20.9 million).

Implications for investors

• The filings confirm that Peizer effectively controls Ontrak with near-total voting and dispositive power, limiting outside shareholder influence.
• The large number of derivative securities indicates significant potential future dilution if the notes are converted and warrants exercised, pressuring per-share metrics.
• Continued insider financing suggests access to capital, but reliance on a single investor heightens key-person and governance risk.

Terren S. Peizer, a 10% owner of Ontrak (OTRK), reported significant insider transactions on June 20, 2025. Through Humanitario Capital LLC, Peizer acquired 500,000 shares of common stock at $0.0014 per share, bringing the total beneficial ownership to 2,305,480 shares.

Additionally, Peizer obtained 500,000 pre-funded common stock purchase warrants with an exercise price of $0.0014. These warrants, exercisable since December 20, 2023 until fully exercised, correspond to 500,000 underlying common shares. The total warrant position following the transaction stands at 799,575 warrants.

The filing was jointly submitted by Peizer and Acuitas Group Holdings, LLC, where Peizer serves as Chairman and sole member with complete voting and investment control. This transaction demonstrates continued insider investment in Ontrak at a notably low price point, potentially signaling confidence in the company's future prospects.

Ontrak, Inc. (ticker OTRK) reported insider activity through a Form 4 filed on 06/23/2025 covering transactions dated 06/18/2025. The filing is jointly submitted by Chairman Terren S. Peizer and his investment vehicle Acuitas Group Holdings, LLC, each identified as a 10 % beneficial owner of Ontrak’s equity.

Under the Sixth Amendment to the 2024 Master Note Purchase Agreement, an Acuitas-controlled entity purchased a $250,000 senior secured demand promissory note. The note is convertible at the holder’s option into Ontrak common stock at the lower of (i) $5.40 or (ii) the greater of the prevailing consolidated closing bid and $1.80 per share, subject to future adjustments. Because the principal is payable on demand, conversion could occur at any time, potentially adding common shares to the public float.

In addition to the note, Acuitas received a five-year warrant exercisable immediately for up to 359,712 common shares at an initial exercise price of $1.39 per share, also subject to adjustment. Following the warrant issuance, Acuitas reports beneficial ownership of 359,712 derivative securities. No open-market purchases or sales of Ontrak’s common stock were disclosed in Table I, and no cash exercise of the warrant has yet occurred. The transactions provide short-term financing to the company while simultaneously introducing potential dilution through the convertible note and warrant package.

Ontrak has filed an S-1/A amendment for a reasonable best efforts public offering of up to 4,666,666 shares of common stock along with 18,666,664 warrants and up to 4,666,666 pre-funded warrants. The assumed combined offering price is $1.50 per share and four warrants.

Key offering details:

• Each share comes with 4 warrants exercisable at a price to be determined, subject to stockholder approval
• Pre-funded warrants ($0.0001 exercise price) available for investors who would exceed 4.99%/9.99% ownership
• Warrants include price-based anti-dilution protection with a floor price of 20% of reference price
• Roth Capital Partners engaged as exclusive placement agent
• No minimum offering amount required; no escrow arrangements

Trading under symbol OTRK on Nasdaq Capital Market, with last closing price of $1.50 on June 11, 2025. Company is under Nasdaq discretionary panel monitor through October 7, 2025. Ontrak is classified as a smaller reporting company and non-accelerated filer.