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  4. [Form 4] Ontrak, Inc. Insider Trading Activity

Major Ontrak Shareholder Doubles Down with Massive Penny Stock Investment

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • 10% owner Terren S. Peizer acquired 500,000 shares at $0.0014 per share through Humanitario Capital LLC, demonstrating insider confidence through significant purchase at market price

Negative

  • None.
Insider PEIZER TERREN S, Acuitas Group Holdings, LLC
Role 10% Owner | 10% Owner
Type Security Shares Price Value
X Pre-Funded Common Stock Purchase Warrant 500,000 $0.00 --
X Common Stock 500,000 $0.0014 $700.00
Holdings After Transaction: Pre-Funded Common Stock Purchase Warrant — 799,575 shares (Indirect, By Humanitario); Common Stock — 2,305,480 shares (Indirect, By Humanitario)
Footnotes (1)
  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. Humanitario Capital LLC is an entity wholly owned by Mr. Peizer. As previously disclosed, the Pre-Funded Warrant (as previously defined) may be exercised at any time until exercised in full.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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)
06/20/2025
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
Common Stock(1) 06/20/2025 X 500,000 A $0.0014 2,305,480 I By Humanitario
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
Pre-Funded Common Stock Purchase Warrant $0.0014 06/20/2025 X 500,000 12/20/2023 (2) Common Stock 500,000 $0 799,575 I By Humanitario
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. Humanitario Capital LLC is an entity wholly owned by Mr. Peizer.
2. As previously disclosed, the Pre-Funded Warrant (as previously defined) may be exercised at any time until exercised in full.
/s/ Terren S. Peizer 06/24/2025
Acuitas Group Holdings, LLC, /s/ Terren S. Peizer, Chairman 06/24/2025
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

How many OTRK shares did Terren Peizer acquire on June 20, 2025?

On June 20, 2025, Terren Peizer acquired 500,000 shares of OTRK common stock at a price of $0.0014 per share through Humanitario Capital LLC.

What is Terren Peizer's total OTRK share ownership after the June 2025 transaction?

Following the reported transaction, Peizer indirectly owned 2,305,480 shares of OTRK common stock through Humanitario Capital LLC.

What derivative securities did OTRK insider Peizer acquire in June 2025?

Peizer acquired 500,000 Pre-Funded Common Stock Purchase Warrants with an exercise price of $0.0014, exercisable until December 20, 2023, held indirectly through Humanitario Capital LLC.

What is Terren Peizer's relationship to OTRK according to the Form 4?

According to the Form 4, Terren Peizer is a 10% Owner of OTRK and serves as the Chairman and sole member of Acuitas Group Holdings, LLC, which is also a 10% owner of OTRK.