UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
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Ontrak, Inc. |
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(Name of Issuer) |
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Common Stock, $0.0001 par value per share |
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(Title of Class of Securities) |
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44919F 104 |
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(CUSIP Number of Class of Securities) |
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Terren S. Peizer
Acuitas Group Holdings, LLC
Acuitas Capital LLC
Humanitario Capital LLC
200 Dorado Beach Drive #3831
Dorado, Puerto Rico 00646
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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December 20, 2023 |
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(Date of Event which Requires Filing of this Statement) |
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If
the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D
and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include
a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 44919F 104 |
|
Page 2 of 12 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Acuitas Group Holdings, LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
California |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
42,767,882 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
42,767,882 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,767,882 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.27%1 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
1 |
Based on 77,377,186 Shares
deemed outstanding pursuant to Rule 13d-3(d)(1) as of the date hereof, calculated as the sum of (i) 27,563,898 Shares
issued and outstanding as of November 15, 2023, as disclosed by the Company in the Information Statement on Schedule 14C filed with
the SEC on November 30, 2023 (the “November 30, 2023 DEF14C”), (ii) 9,027,395 Shares issued to Humanitario
in connection with the Stockholder Approval (as defined below), (iii) an aggregate of 34,119,225 Shares underlying the Keep Well Warrants issued to Acuitas, (iv) 3,333,334 Shares issuable
to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per
share and (2) any accrued interest thereon is paid in cash), and (v) 3,333,334 Shares underlying the Keep Well Warrant issuable
to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per
share and (2) any accrued interest on the Surviving Note is paid in cash), in each case, as described in more detail in Item 4 and
Item 5 below. |
SCHEDULE 13D
CUSIP No. 44919F 104 |
|
Page 3 of 12 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Acuitas Capital LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
6,666,668 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
6,666,668 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,666,668 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.41%2 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
2 |
Based
on 43,257,961 Shares deemed outstanding pursuant to Rule 13d-3(d)(1) as of the date hereof, calculated as the sum of (i) 27,563,898
Shares issued and outstanding as of November 15, 2023, as disclosed by the Company in the November 30, 2023 DEF14C, (ii) 9,027,395
Shares issued to Humanitario in connection with the Stockholder Approval, (iii) 3,333,334 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving
Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest thereon is paid in cash), and (iv) 3,333,334
Shares underlying the Keep Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming
(1) a conversion price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), in each
case, as described in more detail in Item 4 and Item 5 below. |
SCHEDULE 13D
CUSIP No. 44919F 104 |
|
Page 4 of 12 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Humanitario Capital LLC |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Puerto Rico |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
82,082,185 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
82,082,185 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,082,185 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.62%3 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
3 |
Based
on 91,591,292 Shares deemed outstanding pursuant to Rule 13d-3(d)(1) as of the date hereof, calculated as the sum of (i) 27,563,898
Shares issued and outstanding as of November 15, 2023, as disclosed by the Company in the November 30, 2023 DEF14C, (ii) 9,027,395
Shares issued to Humanitario in connection with the Stockholder Approval, and (iii) an aggregate of 54,999,999 Shares underlying the Private Placement Securities issued to
Humanitario on November 14, 2023, in each case, as described in more detail in Item 4 and Item 5 below. |
SCHEDULE 13D
CUSIP No. 44919F 104 |
|
Page 5 of 12 Pages |
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Terren S. Peizer |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨ |
3 |
SEC
USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
124,850,067 |
8 |
SHARED VOTING POWER
0 |
9 |
SOLE DISPOSITIVE POWER
124,850,067 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
124,850,067 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
94.31%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
HC; IN |
4 |
Based
on 132,377,185 Shares deemed outstanding pursuant to Rule 13d-3(d)(1) as of the date hereof, calculated as the sum of (i) 27,563,898
Shares issued and outstanding as of November 15, 2023, as disclosed by the Company in the November 30, 2023 DEF14C, (ii) 9,027,395
Shares issued to Humanitario in connection with the Stockholder Approval, (iii) an aggregate of 34,119,225 Shares underlying the Keep Well Warrants issued to Acuitas, (iv) an
aggregate of 54,999,999 Shares underlying the Private Placement Securities issued to Humanitario on November 14, 2023, (v) 3,333,334
Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price
equal to $0.60 per share and (2) any accrued interest thereon is paid in cash), and (vi) 3,333,334 Shares underlying the Keep
Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion
price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), in each case, as described in
more detail in Item 4 and Item 5 below. |
SCHEDULE 13D
CUSIP No. 44919F 104 |
|
Page 6 of 12 Pages |
AMENDMENT NO. 21 TO SCHEDULE 13D
This Amendment No. 21
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 and Amendment No. 20 to Schedule 13D filed on November 15, 2023 (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 2. |
IDENTITY AND BACKGROUND |
Item 2 of the Statement is
hereby amended and supplemented by adding the following:
“Acuitas Capital LLC
is a Delaware limited liability company and a wholly owned subsidiary of Acuitas. Humanitario Capital LLC is a Puerto Rico limited liability
company. The business address of Acuitas Capital and Humanitario is 200 Dorado Beach Drive #3831, Dorado, Puerto Rico 00646.
Acuitas Capital is a private
investment vehicle beneficially owned and controlled by Mr. Peizer. Mr. Peizer is the Chairman of Acuitas Capital and, in such
capacity, exercises voting and investment power over the Shares of the Company held for the accounts of Acuitas Capital. Acuitas is the
sole member of Acuitas Capital and, in such capacity, exercises voting and investment power over the Shares of the Company held for the
accounts of Acuitas Capital.
Humanitario is a private investment
vehicle beneficially owned and controlled by Mr. Peizer. Mr. Peizer is the sole member of Humanitario and, in such capacity,
exercises voting and investment power over the Shares of the Company held for the accounts of Humanitario.
During the last five years,
no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last
five years, no Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such Reporting Person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
|
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Statement is
hereby amended and supplemented to include the information disclosed in Item 4 below, which information is incorporated by reference herein.
|
ITEM 4. |
PURPOSE OF TRANSACTION |
Item 4 of the Statement is
hereby amended and supplemented by adding the following information:
“As previously disclosed,
on October 31, 2023, Acuitas Capital, the Company, certain of the Company’s subsidiaries and U.S. Bank Trust Company, National
Association, entered into the Fifth Amendment (the “Fifth 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 and that certain Fourth Amendment made as
of June 23, 2023 (as amended, the “Keep Well Agreement”).
As previously disclosed,
under the terms of the Fifth Amendment, the Company was required to seek stockholder approval (the “Stockholder
Approval”) in accordance with the rules of the Nasdaq Stock Market of the Stockholder Approval Matters (as previously
defined). According to the Information Statement on Schedule 14C filed by the Company with the SEC on November 30, 2023 (the
“November 30, 2023 DEF14C”), the Stockholder Approval became effective on December 20, 2023.
In connection with the Stockholder
Approval, on December 20, 2023, in accordance with the terms of the Fifth Amendment, the Company issued to Humanitario 9,027,395 Shares.
Furthermore, upon the effectiveness of the Stockholder Approval, the following modifications occurred to certain securities previously
issued by the Company pursuant to the terms of the Fifth Amendment:
Conversion
Warrant Modifications. As previously disclosed, on November 14, 2023, in connection with the Notes Conversion, the
Company issued to Acuitas the Conversion Warrant, which initially was exercisable for up to 18,054,791 Shares with an exercise price of
$0.90 per share. Upon the effectiveness of the Stockholder Approval, the exercise price of the Conversion Warrant was automatically reduced
to $0.60 per share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that
the Conversion Warrant is now exercisable for 27,082,186 Shares.
Private
Placement Securities Modification. As previously disclosed, on November 14, 2023, the Company issued to
Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of
$0.0001 per share (the “Private Placement Pre-Funded Warrant”) and an unregistered warrant to purchase up to
36,666,666 Shares at an exercise price of $0.85 per share (the “Private Placement Warrant” and, together with the
Private Placement Pre-Funded Warrant, the “Private Placement Securities”). The consideration for the Private
Placement Securities purchased by Humanitario consisted of, in part, a reduction of the aggregate amounts then outstanding under the
Keep Well Notes (after giving effect to the Notes Conversion) to $2.0 million (the Keep Well Note evidencing such remaining $2.0
million, the “Surviving Note”). The exercisability of the Private Placement Securities was subject to the
Stockholder Approval.
Upon the effectiveness of
the Stockholder Approval, the Private Placement Securities automatically became exercisable. The Private Placement Pre-Funded Warrant
may be exercised at any time until exercised in full. The Private Placement Warrant may be exercised through December 20, 2028, such
date being the fifth anniversary of the date of the effectiveness of the Stockholder Approval.
Surviving
Note Modification. As previously disclosed, prior to the Stockholder Approval, the conversion price of the Surviving
Note was the lesser of (i) $2.40 per share, subject to adjustment for stock splits and the like, and (ii) the greater of
(a) the consolidated closing bid price of the Company’s common stock on the trading day immediately prior to conversion
and (b) $0.90 per share, subject to adjustment for stock splits and the like.
Upon the effectiveness of
the Stockholder Approval, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share, subject
to adjustment for stock splits and the like, and (ii) the greater of (a) the consolidated closing bid price of the Company’s
common stock on the trading day immediately prior to conversion and (b) $0.60 per share, subject to adjustment for stock splits and
the like.
Elimination
of Issuance Cap. As previously disclosed, the terms of the Keep Well Agreement previously provided that under no circumstances
would the Company issue any Shares upon the exercise of any warrant issued under the Keep Well Agreement or upon conversion of any Keep
Well Note to the extent that, after giving effect to the issuance of any such Shares, Acuitas Capital (together with its affiliates) would
beneficially own Shares representing more than 90% of the total number of Shares outstanding as of the time of such issuance (the “Issuance
Cap”). The provisions in the Keep Well Agreement relating to the Issuance Cap were automatically eliminated upon the effectiveness
of the Stockholder Approval.
The foregoing description
of the Fifth Amendment is qualified in its entirety by reference to the full text of the Fifth Amendment, which was previously attached
as Exhibit 99.22 to Amendment No. 19 to this Statement, and is incorporated by reference herein.”
|
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5(a) and (b) of
the Statement is amended and restated in its entirety as follows:
“(a) and (b)
Acuitas
All percentages of
Shares outstanding contained herein with respect to Acuitas are based on 77,377,186 Shares deemed outstanding pursuant to
Rule 13d-3(d)(1) as of the date hereof (after giving effect to the effectiveness of the Stockholder Approval), calculated
as the sum of:
|
(i) |
27,563,898 Shares issued and outstanding as of November 15, 2023, as disclosed by the Company in the November 30, 2023 DEF14C; |
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|
|
|
(ii) |
9,027,395
Shares issued to Humanitario in connection with the Stockholder Approval, as described in more detail in Item 4 above; |
|
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|
|
(iii) |
an aggregate of 34,119,225 Shares underlying the Keep Well Warrants issued to Acuitas (including the Conversion Warrant issued to Acuitas), representing the sum of (1) 7,037,039 Shares underlying the Keep Well Warrants issued to Acuitas prior to the Notes Conversion and (2) 27,082,186 Shares underlying the Conversion Warrant (after giving effect to the increase in the number of Shares subject thereto following the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above); |
|
|
|
|
(iv) |
3,333,334 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest thereon is paid in cash); and |
|
|
|
|
(v) |
3,333,334 Shares underlying the Keep Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), as described in more detail in Item 4 above. |
As of the date hereof,
Acuitas may be deemed to have beneficial ownership of 42,767,882 Shares, consisting of:
|
(i) |
an aggregate of 1,981,989
Shares owned by Acuitas as of the date hereof; |
|
|
|
|
(ii) |
an aggregate of 34,119,225 Shares underlying the Keep Well Warrants issued to Acuitas (including the Conversion Warrant issued to Acuitas), representing the sum of (1) 7,037,039 Shares underlying the Keep Well Warrants issued to Acuitas prior to the Notes Conversion and (2) 27,082,186 Shares underlying the Conversion Warrant (after giving effect to the increase in the number of Shares subject thereto following the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above); |
|
|
|
|
(iii) |
3,333,334 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest thereon is paid in cash); and |
|
|
|
|
(iv) |
3,333,334 Shares underlying the Keep Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), as described in more detail in Item 4 above. |
The Shares beneficially
owned by Acuitas represents approximately 55.27% of the total number of Shares deemed 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 36,101,214 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
6,666,668 Shares with Acuitas Capital and Mr. Peizer.
Acuitas Capital
All percentages of
Shares outstanding contained herein with respect to Acuitas Capital are based on 43,257,961 Shares deemed outstanding pursuant to
Rule 13d-3(d)(1) as of the date hereof (after giving effect to the effectiveness of the Stockholder Approval), calculated
as the sum of:
|
(i) |
27,563,898 Shares issued and outstanding as of November 15, 2023, as disclosed by the Company in the November 30, 2023 DEF14C; |
|
|
|
|
(ii) |
9,027,395 Shares issued
to Humanitario in connection with the Stockholder Approval, as described in more detail in Item 4 above; |
|
(iii) |
3,333,334 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest thereon is paid in cash); and |
|
|
|
|
(iv) |
3,333,334 Shares underlying the Keep Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), as described in more detail in Item 4 above. |
As of the date hereof,
Acuitas Capital may be deemed to have beneficial ownership of 6,666,668 Shares, consisting of:
|
(i) |
3,333,334 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest thereon is paid in cash); and |
|
|
|
|
(ii) |
3,333,334 Shares underlying the Keep Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), as described in more detail in Item 4 above. |
|
|
|
The Shares beneficially owned by Acuitas Capital represents approximately
15.41% of the total number of Shares deemed 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 6,666,668 Shares with Acuitas and Mr. Peizer.
Humanitario
All percentages of Shares outstanding contained herein with respect
to Humanitario are based on 91,591,292 Shares deemed outstanding pursuant to Rule 13d-3(d)(1) as of the date hereof (after giving effect
to the effectiveness of the Stockholder Approval), calculated as the sum of:
|
(i) |
27,563,898 Shares issued and outstanding as of November 15, 2023, as disclosed by the Company in the November 30, 2023 DEF14C; |
|
|
|
|
(ii) |
9,027,395 Shares issued to Humanitario in connection with the Stockholder
Approval, as described in more detail in Item 4 above; and |
|
|
|
|
(iii) |
an aggregate of 54,999,999 Shares underlying the Private Placement Securities issued to Humanitario on November 14, 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant and (2) 36,666,666 Shares underlying the Private Placement Warrant (in each case, after giving effect to the exercisability thereof upon the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above). |
As of the date hereof, Humanitario may be deemed to have beneficial
ownership of 82,082,185 Shares, consisting of:
|
(i) |
an aggregate of 27,082,186 Shares
owned by Humanitario as of the date hereof, representing the sum of (1) an aggregate of 18,054,791 Shares owned by Humanitario prior to
the Stockholder Approval and (2) 9,027,395 Shares issued to Humanitario in connection with the Stockholder Approval, as described in more
detail in Item 4 above; and |
|
|
|
|
(ii) |
an aggregate of 54,999,999 Shares underlying the Private Placement Securities issued to Humanitario on November 14, 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant and (2) 36,666,666 Shares underlying the Private Placement Warrant (in each case, after giving effect to the exercisability thereof upon the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above). |
The Shares beneficially owned by Humanitario represents approximately
89.62% of the total number of Shares deemed 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 82,082,185 Shares with Mr. Peizer.
Mr. Peizer
All percentages of Shares outstanding contained herein with respect
to Mr. Peizer are based on 132,377,185 Shares deemed outstanding pursuant to Rule 13d-3(d)(1) as of the date hereof (after giving effect
to the effectiveness of the Stockholder Approval), calculated as the sum of:
|
(i) |
27,563,898 Shares issued and outstanding as of November 15, 2023, as disclosed by the Company in the November 30, 2023 DEF14C; |
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|
|
|
(ii) |
9,027,395 Shares issued to Humanitario in connection with the Stockholder
Approval, as described in more detail in Item 4 above; |
|
|
|
|
(iii) |
an aggregate of 34,119,225 Shares underlying the Keep Well Warrants issued to Acuitas (including the Conversion Warrant issued to Acuitas), representing the sum of (1) 7,037,039 Shares underlying the Keep Well Warrants issued to Acuitas prior to the Notes Conversion and (2) 27,082,186 Shares underlying the Conversion Warrant (after giving effect to the increase in the number of Shares subject thereto following the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above); |
|
|
|
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(iv) |
an aggregate of 54,999,999 Shares underlying the Private Placement Securities issued to Humanitario on November 14, 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant and (2) 36,666,666 Shares underlying the Private Placement Warrant (in each case, after giving effect to the exercisability thereof upon the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above); |
|
|
|
|
(v) |
3,333,334 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest thereon is paid in cash); and |
|
|
|
|
(vi) |
3,333,334 Shares underlying the Keep Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), as described in more detail in Item 4 above. |
As of the date hereof, Mr. Peizer may be deemed to have beneficial
ownership of 124,850,067 Shares, consisting of:
|
(i) |
an aggregate of 29,064,175 Shares
beneficially owned by Mr. Peizer as of the date hereof, representing the sum of (1) an aggregate of 1,981,989 Shares owned by Acuitas
as of the date hereof, (2) an aggregate of 18,054,791 Shares owned by Humanitario prior to the Stockholder Approval and (3) 9,027,395
Shares issued to Humanitario in connection with the Stockholder Approval, as described in more detail in Item 4 above; |
|
|
|
|
(ii) |
an aggregate of 34,119,225 Shares underlying the Keep Well Warrants issued to Acuitas (including the Conversion Warrant issued to Acuitas), representing the sum of (1) 7,037,039 Shares underlying the Keep Well Warrants issued to Acuitas prior to the Notes Conversion and (2) 27,082,186 Shares underlying the Conversion Warrant (after giving effect to the increase in the number of Shares subject thereto following the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above); |
|
|
|
|
(iii) |
an aggregate of 54,999,999 Shares underlying the Private Placement Securities issued to Humanitario on November 14, 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant and (2) 36,666,666 Shares underlying the Private Placement Warrant (in each case, after giving effect to the exercisability thereof upon the effectiveness of the Stockholder Approval, as described in more detail in Item 4 above); |
|
|
|
|
(iv) |
3,333,334 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest thereon is paid in cash); and |
|
(v) |
3,333,334 Shares underlying the Keep Well Warrant issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (assuming (1) a conversion price equal to $0.60 per share and (2) any accrued interest on the Surviving Note is paid in cash), as described in more detail in Item 4 above. |
The Shares beneficially owned by Mr. Peizer represents approximately
94.31% of the total number of Shares deemed 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 124,850,067 Shares.”
Item 5(c) of the Statement
is hereby supplemented with the following:
“Except as described
in this Statement, the Reporting Persons had no transactions in the securities of the Company since the most recent filing on Schedule
13D.”
ITEM 6. |
Contracts, arrangements, understandings or relationships with respect to the securities of the issuer |
Item 6 of the Statement is
hereby amended and supplemented to include the information disclosed in Item 4 above, which information is incorporated by reference herein.
ITEM 7. |
MATERIALS TO BE FILED AS EXHIBITS |
SIGNATURE
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 22, 2023
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ACUITAS GROUP HOLDINGS, LLC |
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By: |
/s/ Terren S. Peizer |
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Terren S. Peizer, Chairman |
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ACUITAS CAPITAL LLC |
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By: |
/s/ Terren S. Peizer |
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|
Terren S. Peizer, Chairman |
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|
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HUMANITARIO CAPITAL LLC |
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|
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By: |
/s/ Terren S. Peizer |
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Terren S. Peizer, Sole Member |
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|
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/s/ Terren S. Peizer |
|
Terren S. Peizer |
Exhibit 99.27
JOINT FILING AGREEMENT
In accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to jointly prepare and
file a Schedule 13D/A (including any future amendments thereto) reporting each of the undersigned’s ownership of securities of Ontrak, Inc.
and further agree to the filing of this Joint Filing Agreement as an Exhibit thereto. In addition, each party to this Joint Filing
Agreement expressly authorizes each other party to file on its behalf any and all amendment to such Schedule 13D/A. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning
him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except
to the extent that he or it knows or has reason to believe that such information is inaccurate.
The undersigned shall not be deemed to admit membership in a group
by reason of entering into this Joint Filing Agreement.
Date: December 22, 2023 |
ACUITAS GROUP HOLDINGS, LLC |
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By: |
/s/ Terren S. Peizer |
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|
Terren S. Peizer, Chairman |
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Date: December 22, 2023 |
ACUITAS CAPITAL LLC |
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|
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By: |
/s/ Terren S. Peizer |
|
|
Terren S. Peizer, Chairman |
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|
Date: December 22, 2023 |
HUMANITARIO CAPITAL LLC |
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|
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By: |
/s/ Terren S. Peizer |
|
|
Terren S. Peizer, Sole Member |
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|
Date: December 22, 2023 |
/s/ Terren S. Peizer |
|
Terren S. Peizer |
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