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Filing Details

Accession Number:: 0001104659-21-064673
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-05-11 13:00:00
Reporting Period:: 2019-12-31

Accepted Time:: 2021-05-11 17:36:57
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1136174	Ontrak Inc.	OTRK	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
904534	S Terren Peizer	2120 Colorado Avenue, #230 Santa Monica CA 90404	Executive Chairman	Yes	Yes	Yes	No
1797168	Acuitas Group Holdings, Llc	2120 Colorado Avenue, #230 Santa Monica CA 90404		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2019-12-31	1,273	$0.00	9,185,303	No	4	G	Indirect	By Socius
Common Stock	Disposition	2019-12-31	39,454	$0.00	9,145,849	No	4	G	Indirect	By Socius
Common Stock	Acquisiton	2019-12-31	224,464	$0.00	9,145,849	No	4	J	Indirect	By Acuitas
Common Stock	Disposition	2020-01-30	5,455	$0.00	9,140,394	No	4	G	Indirect	By Crede II
Common Stock	Acquisiton	2020-01-30	1,041,616	$0.00	9,140,394	No	4	J	Indirect	By Acuitas
Common Stock	Disposition	2020-04-21	15,000	$0.00	9,125,394	No	4	G	Indirect	By Crede III
Common Stock	Acquisiton	2020-04-21	3,803,028	$0.00	9,125,394	No	4	J	Indirect	By Acuitas
Common Stock	Disposition	2020-06-05	6,239	$0.00	9,119,155	No	4	G	Indirect	By Acuitas
Common Stock	Disposition	2020-10-06	5,000	$0.00	9,114,155	No	4	G	Indirect	By Acuitas
Common Stock	Acquisiton	2020-12-14	1,875	$0.00	9,114,155	No	4	J	Indirect	By Acuitas
Common Stock	Acquisiton	2020-12-14	257,222	$0.00	9,114,155	No	4	J	Indirect	By Acuitas
Common Stock	Acquisiton	2020-12-14	86,267	$0.00	9,114,155	No	4	J	Indirect	By Acuitas
Common Stock	Acquisiton	2020-12-14	9,256	$0.00	9,114,155	No	4	J	Indirect	By Acuitas
Common Stock	Acquisiton	2020-12-14	1	$0.00	9,114,155	No	4	J	Indirect	By Acuitas
Common Stock	Acquisiton	2021-05-10	187,002	$1.80	9,301,157	No	4	X	Indirect	By Acuitas
Common Stock	Acquisiton	2021-05-10	498,297	$4.80	9,799,454	No	4	X	Indirect	By Acuitas
Common Stock	Disposition	2021-05-10	10,887	$30.92	9,788,567	No	4	S	Indirect	By Acuitas
Common Stock	Disposition	2021-05-10	78,685	$30.44	9,709,882	No	4	S	Indirect	By Acuitas

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	G	Indirect	By Socius
No	4	G	Indirect	By Socius
No	4	J	Indirect	By Acuitas
No	4	G	Indirect	By Crede II
No	4	J	Indirect	By Acuitas
No	4	G	Indirect	By Crede III
No	4	J	Indirect	By Acuitas
No	4	G	Indirect	By Acuitas
No	4	G	Indirect	By Acuitas
No	4	J	Indirect	By Acuitas
No	4	J	Indirect	By Acuitas
No	4	J	Indirect	By Acuitas
No	4	J	Indirect	By Acuitas
No	4	J	Indirect	By Acuitas
No	4	X	Indirect	By Acuitas
No	4	X	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas
No	4	S	Indirect	By Acuitas

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants to Purchase	Disposition	2017-03-29	155,834	$0.00	155,834	$1.80
Common Stock	Warrants to Purchase	Acquisiton	2017-03-29	187,002	$0.00	187,002	$1.80
Common Stock	Warrants to Purchase	Disposition	2020-07-29	187,002	$0.00	187,002	$1.80
Common Stock	Warrants to Purchase	Acquisiton	2020-07-29	187,002	$0.00	187,002	$1.80
Common Stock	Warrants to Purchase	Disposition	2016-08-15	338,005	$0.00	338,005	$1.98
Common Stock	Warrants to Purchase	Acquisiton	2016-08-15	498,927	$0.00	498,927	$4.80
Common Stock	Warrants to Purchase	Acquisiton	2017-01-31	196,707	$0.00	196,707	$4.80
Common Stock	Warrants to Purchase	Acquisiton	2017-02-17	61,765	$0.00	61,765	$4.80
Common Stock	Warrants to Purchase	Acquisiton	2017-03-06	49,020	$0.00	49,020	$4.80
Common Stock	Warrants to Purchase	Acquisiton	2017-03-28	49,020	$0.00	49,020	$4.80
Common Stock	Warrants to Purchase	Acquisiton	2017-04-13	36,275	$0.00	36,275	$4.80
Common Stock	Warrants to Purchase	Disposition	2021-05-10	187,002	$0.00	187,002	$1.80
Common Stock	Warrants to Purchase	Disposition	2021-05-10	498,297	$0.00	498,927	$4.80

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2017-04-28	2020-07-30	No	4	H	Indirect
187,002	2017-04-28	2020-07-30	No	4	P	Indirect
0	2017-04-28	2020-07-30	No	4	H	Indirect
187,002	2020-07-29	2021-08-30	No	4	P	Indirect
0			No	4	H	Indirect
498,927	2016-08-15	2021-08-15	No	4	P	Indirect
196,707	2017-01-31	2022-01-31	No	4	P	Indirect
61,765	2017-02-17	2022-02-17	No	4	P	Indirect
49,020	2017-03-06	2022-03-06	No	4	P	Indirect
49,020	2017-03-28	2022-03-28	No	4	P	Indirect
36,275	2017-04-13	2022-04-13	No	4	P	Indirect
0	2020-07-28	2021-08-30	No	4	X	Indirect
0	2016-08-15	2021-08-15	No	4	X	Indirect

Footnotes

This Form 4 is jointly filed by Terren S. Peizer ("Mr. Peizer") and Acuitas Group Holdings, LLC ("Acuitas"). 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.
Represents a transfer of shares by Socius CG II, Ltd. ("Socius") to The Quell Foundation, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Socius is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Socius.
Represents a transfer of shares by Socius to Esousa Holdings, LLC, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration.
Represents a transfer of shares by Socius to Acuitas for no consideration.
Represents a transfer of shares by Crede CG II, Ltd. ("Crede II") to Gabrielle's Angel Foundation, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Crede II is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the account of Crede II.
Represents a transfer of shares by Crede II to Acuitas for no consideration.
Represents a transfer of shares by Crede CG III, Ltd. ("Crede III") to The Giving Back Fund, an entity unaffiliated with Mr. Peizer and Acuitas, for no consideration. Mr. Peizer is the Managing Director of Crede III and, in such capacity, exercises voting and investment power over any securities held for the accounts of Crede III.
Represents a transfer of shares by Crede III to Acuitas for no consideration.
Represents a transfer of shares by Acuitas to Brianna Bell, an individual unaffiliated with Mr. Peizer and Acuitas, for no consideration.
Represents a transfer of shares by Reserva Capital, LLC ("Reserva") to Acuitas for no consideration. Reserva is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Reserva.
Represents a transfer of shares by Bonmore Capital LLC ("Bonmore") to Acuitas for no consideration. Bonmore is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Bonmore.
Represents the transfer of a share by Peizer, Ltd. to Acuitas for no consideration. Peizer, Ltd. is no longer in existence. Mr. Peizer previously exercised voting and investment power over any securities held for the accounts of Peizer, Ltd.
After giving effect to a 1:6 reverse stock split conducted by the issuer in April 25, 2017.
On March 29, 2017, Acuitas and the issuer amended an outstanding warrant exercisable for 935,008 shares of the issuer's common stock, to increase the number of shares issuable thereunder by 187,002 shares, effective upon the closing of a public offering of the issuer's common stock (which offering closed on April 28, 2017). The amendment is reported above as the cancellation of the old warrant and the acquisition of the new one.
On July 29, 2020, the warrant was amended to extend the expiration date from July 30, 2020 to August 30, 2021. The amendment is reported above as the cancellation of the old warrant and the acquisition of the new one.
On August 15, 2016, Acuitas and the issuer agreed to exchange certain outstanding warrants to purchase an aggregate of 2,028,029 shares of the issuer's common stock, at an exercise price of $0.33 per share, for a new warrant exercisable for 2,993,561 shares of the issuer's common stock, at an exercise price of $1.10 per share. The new warrant was in the form substantially identical to the form of the old warrants. The warrant exchange occurred in connection with the exchange of certain notes previously issued by the issuer to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.
On January 31, 2017, the issuer issued to Acuitas warrants exercisable for an aggregate of 1,180,234 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrants. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrants was subsequently adjusted to $0.80 per share.
On February 17, 2017, the issuer issued to Acuitas a warrant exercisable for 370,588 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrants was subsequently adjusted to $0.80 per share.
On March 6, 2017, the issuer issued to Acuitas a warrant exercisable for 294,118 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.
On March 28, 2017, the issuer issued to Acuitas a warrant exercisable for 294,118 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.
On April 13, 2017, the issuer issued to Acuitas a warrant exercisable for 217,647 shares of the issuer's common stock, at an exercise price of $0.85 per share, subject to potential future adjustments pursuant to the terms of the warrant. The warrants were issued to Acuitas in connection with the issuer's issuance of convertible debentures to Acuitas. The exercise price of the warrant was subsequently adjusted to $0.80 per share.
On May 10, 2021, Acuitas exercised (i) a warrant to purchase 187,002 shares of the issuer's common stock for $1.80 per share and (ii) a warrant to purchase 498,297 shares of the issuer's common stock for $4.80 per share. Acuitas paid the exercise prices on a cashless basis, resulting in the issuer's withholding of an aggregate of warrant shares to pay the applicable exercise prices and issuing to Acuitas the remaining 89,572 shares in the aggregate.