[Form 4] Ontrak, Inc. Insider Trading Activity

Rhea-AI Filing Summary

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.

Positive

• Immediate liquidity injection: Ontrak receives $250,000 from a senior secured demand note, enhancing near-term cash resources without external underwriting costs.

Negative

• Potential dilution: Conversion of the note and exercise of 359,712 warrants could expand the share count at prices as low as $1.80, pressuring existing shareholders.
• Governance concentration: Funding from a 10 % owner increases insider influence and introduces related-party terms that may not reflect arm’s-length pricing.

Insights

Financial Analyst

TL;DR: Insider provides $250k bridge note plus 360k-share warrant; funding positive, dilution risk offsets upside — net neutral.

The filing confirms a small but material related-party financing meant to bolster liquidity. The $250,000 demand note offers immediate cash while deferring repayment through optional equity conversion priced between $1.80 and $5.40. The accompanying 359,712-share warrant, issued at $1.39, sits in-the-money if the stock trades above that level, creating additional dilution over five years. Because the facility size is modest and entirely insider-funded, default risk is low, yet shareholders must weigh potential dilution against the benefit of fresh capital. With no information on Ontrak’s outstanding share count or cash position in this filing, the overall capital-structure impact appears neutral until conversion occurs.

Corporate Governance Expert

TL;DR: Insider self-dealing raises control and dilution concerns; governance risk slightly outweighs financing benefit.

The transaction is conducted with a controlling shareholder under a ‘keep-well’ framework, signaling continued reliance on insider funding rather than third-party capital. While expedient, such insider financings often carry preferential terms — here a wide conversion price band and immediate warrant exercisability — that can shift value from minority holders to the insider when conversion triggers. The demand nature of the note also gives Acuitas leverage over timing. From a governance lens, the filing is mildly negative (-1 rating) because it reinforces concentrated control and embeds future dilution without minority-protective features like shareholder approval or pricing tied to independent market benchmarks.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last) (First) (Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO PR 00646

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	06/18/2025(2)		P		$250,000(2)(3)		06/18/2025(2)(3)	(3)	Common Stock	(2)(3)	(2)(3)	$250,000	I	By Acuitas Capital
Common Stock Purchase Warrant(1)	$1.39(2)(4)	06/18/2025(2)(4)		J		359,712(4)		06/18/2025(2)(4)	06/18/2030	Common Stock	359,712(2)(4)	(2)(4)	359,712	I	By Acuitas

1. Name and Address of Reporting Person^*

PEIZER TERREN S

(Last) (First) (Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO PR 00646

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Acuitas Group Holdings, LLC

(Last) (First) (Middle)

200 DORADO BEACH DRIVE #3831

(Street)

DORADO PR 00646

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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 Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

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 (x) $5.40 and (y) 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, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).

	/s/ Terren S. Peizer	06/23/2025
	Acuitas Group Holdings, LLC, /s/ Terren S. Peizer, Chairman	06/23/2025
	** Signature of Reporting Person	Date
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FAQ

What type of securities did Acuitas acquire from Ontrak (OTRK)?

Acuitas purchased a $250,000 senior secured convertible promissory note and received a warrant for 359,712 shares of common stock.

At what price can the new warrant be exercised?

The warrant is exercisable immediately at an initial price of $1.39 per share, subject to adjustment.

How is the conversion price of the $250,000 Demand Note determined?

The note converts at the lower of $5.40 or the greater of the closing bid price and $1.80 on the conversion date.

Who filed the Form 4 for Ontrak on 06/23/2025?

The filing was jointly submitted by Chairman Terren S. Peizer and Acuitas Group Holdings, LLC.

When does the warrant issued to Acuitas expire?

The five-year warrant expires on 06/18/2030.