Item 1 Comment:
This Amendment No. 32 to Schedule 13D (this "Amendment") is being filed by Acuitas Group Holdings, LLC, a California limited liability company ("Acuitas"), Acuitas Capital LLC, a Delaware limited liability company and a wholly owned subsidiary of Acuitas ("Acuitas Capital"), Humanitario Capital LLC, a Puerto Rico limited liability company ("Humanitario"), and Terren S. Peizer ("Mr. Peizer") (collectively, the "Reporting Persons") to amend the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 20, 2010, as amended by Amendment No. 1 to Schedule 13D filed on December 6, 2011, Amendment No. 2 to Schedule 13D filed on April 27, 2012, Amendment No. 3 to Schedule 13D filed on September 20, 2012, Amendment No. 4 to Schedule 13D filed on February 14, 2013, Amendment No. 5 to Schedule 13D filed on May 11, 2021, Amendment No. 6 to Schedule 13D filed on July 27, 2021, Amendment No. 7 to Schedule 13D filed on August 16, 2021, Amendment No. 8 to Schedule 13D filed on November 2, 2021, Amendment No. 9 to Schedule 13D filed on April 18, 2022, Amendment No. 10 to Schedule 13D filed on September 2, 2022, Amendment No. 11 to Schedule 13D filed on September 8, 2022, Amendment No. 12 to Schedule 13D filed on November 22, 2022, Amendment No. 13 to Schedule 13D filed on January 4, 2023, Amendment No. 14 to Schedule 13D filed on January 6, 2023, Amendment No. 15 to Schedule 13D filed on February 23, 2023, Amendment No. 16 to Schedule 13D filed on March 7, 2023, Amendment No. 17 to Schedule 13D filed on March 8, 2023, Amendment No. 18 to Schedule 13D filed on June 27, 2023, Amendment No. 19 to Schedule 13D filed on November 2, 2023, Amendment No. 20 to Schedule 13D filed on November 15, 2023, Amendment No. 21 to Schedule 13D filed on December 20, 2023, Amendment No. 22 to Schedule 13D filed on April 1, 2024, Amendment No. 23 to Schedule 13D filed on April 10, 2024, Amendment No. 24 to Schedule 13D filed on June 5, 2024, Amendment No. 25 to Schedule 13D filed on June 21, 2024, Amendment No. 26 to Schedule 13D filed on August 30, 2024, Amendment No. 27 to Schedule 13D filed on October 3, 2024, Amendment No. 28 to Schedule 13D filed on October 7, 2024, Amendment No. 29 to Schedule 13D filed on April 1, 2025, Amendment No. 30 to Schedule 13D filed on May 20, 2025 and Amendment No. 31 to Schedule 13D filed on May 29, 2025 (as amended and supplemented, the "Original Statement" and, as amended and supplemented by this Amendment, the "Statement"), relating to common stock, par value $0.0001 per share (the "Shares"), of Ontrak, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Original Statement. |
| | 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, that certain Fifth Amendment made as of October 31, 2023, the Sixth Amendment and that certain agreement made as of May 19, 2025 (as amended, the "Keep Well Agreement").
Pursuant to the terms of the Sixth Amendment, the Company issued and sold to Acuitas Capital, and Acuitas Capital purchased from the Company, an additional Demand Note dated as of June 18, 2025, with an aggregate principal amount of $250,000, 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, the Company issued to Acuitas a Demand Warrant, issued as of June 18, 2025, in the form attached as Exhibit B to the Sixth Amendment, to purchase up to an aggregate of 359,712 Shares, exercisable at an initial exercise price of $1.39 per share (in each case, subject to further adjustment)." |
| (a) | "All amounts hereinafter take into account the downward adjustment to the exercise prices of the New Keep Well Warrants, the Private Placement Warrant and the Demand Warrants to $1.553 per share (and corresponding increase in the number of underlying warrant shares) pursuant to Section 3(b)(viii) of such New Keep Well Warrant, Private Placement Warrant or Demand Warrant in May 2025 (the "May 2025 Warrant Adjustment").
Acuitas
All percentages of Shares outstanding contained herein with respect to Acuitas are based on 48,925,508 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the Registration Statement on Form S-1 filed with the SEC on June 17, 2025 (the "June 17 Form S-1");
(ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the May 2025 Warrant Adjustment);
(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 6,416,672 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 June 18, 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 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment (after giving effect to the May 2025 Warrant Adjustment), including 359,712 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 18, 2025; and
(vi) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 138,889 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on June 18, 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 44,899,793 Shares, consisting of:
(i) an aggregate of 132,133 Shares owned by Acuitas as of the date hereof;
(ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the May 2025 Warrant Adjustment);
(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 6,416,672 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 June 18, 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 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment (after giving effect to the May 2025 Warrant Adjustment), including 359,712 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 18, 2025; and
(vi) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 138,889 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on June 18, 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 91.6% 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 44,839,793 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 15,055,568 Shares with Acuitas Capital and Mr. Peizer.
Acuitas Capital
All percentages of Shares outstanding contained herein with respect to Acuitas Capital are based on 19,273,416 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1;
(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 6,416,672 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 June 18, 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 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 138,889 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on June 18, 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 15,055,568 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 6,416,672 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 June 18, 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 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 138,889 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on June 18, 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 78.1% 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 15,055,568 Shares with Acuitas and Mr. Peizer.
Humanitario
All percentages of Shares outstanding contained herein with respect to Humanitario are based on 25,586,107 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1; and
(ii) an aggregate of 21,368,259 Shares underlying the Private Placement Securities previously issued
to Humanitario in November 2023, representing the sum of (1) 20,068,684 Shares underlying the Private Placement Warrant (after giving effect to the May 2025 Warrant Adjustment) 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 23,173,739 Shares, consisting of:
(i) an aggregate of 1,805,480 Shares owned by Humanitario as of the date hereof; and
(ii) an aggregate of 20,068,684 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023 (after giving effect to the May 2025 Warrant Adjustment).
The Shares beneficially owned by Humanitario represents approximately 90.6% 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 23,173,739 Shares with Mr. Peizer.
Mr. Peizer
All percentages of Shares outstanding contained herein with respect to Mr. Peizer are based on 70,293,767 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1;
(ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the May 2025 Warrant Adjustment);
(iii) an aggregate of 21,368,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023 (after giving effect to the May 2025 Warrant Adjustment);
(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 6,416,672 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 June 18, 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 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment (after giving effect to the May 2025 Warrant Adjustment), including 359,712 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 18, 2025; and
(vii) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 138,889 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on June 18, 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 68,013,532 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 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024 (after giving effect to the May 2025 Warrant Adjustment);
(iii) an aggregate of 21,368,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023 (after giving effect to the May 2025 Warrant Adjustment);
(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 6,416,672 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 June 18, 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 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment (after giving effect to the May 2025 Warrant Adjustment), including 359,712 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 18, 2025; and
(vii) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), including 138,889 Shares underlying the Conversion Warrant issuable upon the conversion of the Demand Note purchased by Acuitas Capital on June 18, 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 96.8% 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 68,013,532 Shares." |
