Sec Form 4 Filing - PEIZER TERREN S @ Ontrak, Inc. - 2023-11-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PEIZER TERREN S 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) (Last) (First) (Middle) 200 DORADO BEACH DRIVE #3831 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2023 (Street) DORADO, PR00646 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ) 11/14/2023 C 18,054,791 ( 5 ) ( 9 ) ( 10 ) A $ 0.9 ( 5 ) ( 9 ) ( 10 ) 18,054,791 I By Humanitario Capital LLC

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Note ( 1 ) $ 0.9 ( 2 ) ( 3 ) ( 5 ) 11/14/2023 C 07/15/2022( 2 ) 09/30/2024( 3 ) Common Stock 6,990,805 ( 5 ) ( 9 ) ( 10 ) ( 5 ) ( 9 ) ( 10 ) $ 0 I By Acuitas Capital LLC Senior Secured Convertible Note ( 1 ) $ 0.9 ( 2 ) ( 3 ) ( 5 ) 11/14/2023 C 09/07/2022( 2 ) 09/30/2024( 3 ) Common Stock 8,388,967 ( 5 ) ( 9 ) ( 10 ) ( 5 ) ( 9 ) ( 10 ) $ 0 I By Acuitas Capital LLC Senior Secured Convertible Note ( 1 ) $ 0.9 ( 2 ) ( 3 ) ( 5 ) 11/14/2023 C 01/05/2023( 2 ) 09/30/2024( 3 ) Common Stock 1,979,916 ( 5 ) ( 9 ) ( 10 ) ( 5 ) ( 9 ) ( 10 ) $ 3,000,000 I By Acuitas Capital LLC Senior Secured Convertible Note ( 1 ) $ 0.9 ( 2 ) ( 3 ) ( 5 ) 11/14/2023 C 03/06/2023( 2 ) 09/30/2024( 3 ) Common Stock 695,103 ( 5 ) ( 9 ) ( 10 ) ( 5 ) ( 9 ) ( 10 ) $ 4,000,000 I By Acuitas Capital LLC Common Stock Purchase Warrant ( 1 ) $ 0.9 ( 4 ) ( 6 ) ( 9 ) ( 10 ) 11/14/2023 P 18,054,791 ( 6 ) ( 9 ) ( 10 ) 11/14/2023( 4 )( 6 ) 11/14/2028( 4 )( 6 ) Common Stock 18,054,791 ( 6 ) ( 9 ) ( 10 ) ( 6 ) ( 9 ) ( 10 ) 18,054,791 ( 6 ) ( 9 ) ( 10 ) I By Acuitas Senior Secured Convertible Note ( 1 ) $ 0.9 ( 3 ) ( 7 ) 11/14/2023 S V 01/05/2023 09/30/2024( 3 ) Common Stock ( 3 ) ( 7 ) ( 7 ) $ 0 I By Acuitas Capital LLC Senior Secured Convertible Note ( 1 ) $ 0.9 ( 3 ) ( 7 ) 11/14/2023 S V 03/06/2023 09/30/2024( 3 ) Common Stock ( 3 ) ( 7 ) ( 7 ) $ 2,000,000 I By Acuitas Capital LLC Senior Secured Convertible Note ( 1 ) $ 0.9 ( 3 ) ( 11 ) 11/14/2023 S 03/06/2023 09/30/2024( 3 ) Common Stock ( 3 ) ( 9 ) ( 11 ) ( 3 ) ( 9 ) ( 11 ) $ 0 I By Acuitas Capital LLC Senior Secured Convertible Note ( 1 ) $ 0.9 ( 3 ) ( 11 ) 11/14/2023 P 03/06/2023 05/14/2026( 3 )( 11 ) Common Stock ( 3 ) ( 9 ) ( 11 ) ( 3 ) ( 9 ) ( 11 ) $ 2,000,000 I By Acuitas Capital LLC Pre-Funded Common Stock Purchase Warrant ( 1 ) $ 0.0001 ( 7 ) ( 8 ) 11/14/2023 P V 18,333,333 ( 7 ) ( 7 )( 8 )( 9 ) ( 7 )( 8 )( 9 ) Common Stock 18,333,333 ( 7 ) ( 8 ) ( 9 ) ( 7 ) ( 8 ) 18,333,333 ( 7 ) ( 8 ) ( 9 ) I By Humanitario Capital LLC Common Stock Purchase Warrant ( 1 ) $ 0.85 ( 7 ) ( 8 ) 11/14/2023 P V 36,666,666 ( 7 ) ( 7 )( 8 )( 9 ) ( 7 )( 8 )( 9 ) Common Stock 36,666,666 ( 7 ) ( 8 ) ( 9 ) ( 7 ) ( 8 ) 36,666,666 ( 7 ) ( 8 ) ( 9 ) I By Humanitario Capital LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PEIZER TERREN S 200 DORADO BEACH DRIVE #3831 DORADO, PR00646 X Acuitas Group Holdings, LLC 200 DORADO BEACH DRIVE #3831 DORADO, PR00646 X Signatures /s/ Terren S. Peizer 11/15/2023 Signature of Reporting Person Date /s/ Terren S. Peizer 11/15/2023 Signature of Reporting Person Date

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 previously issued to Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), senior secured convertible notes (the "Keep Well Notes") in the principal amounts of $5 million, $6 million, $4 million and $4 million on July 15, 2022, September 7, 2022, January 5, 2023 and March 6, 2023, respectively, pursuant to the Master Note Purchase Agreement, dated as of April 15, 2022, by and among Ontrak, Acuitas Capital and the other parties thereto, as last amended by the Fifth Amendment thereto made as of October 31, 2023 (the "Fifth Amendment"), and as modified by the letter agreement made as of November 9, 2023 (as amended, the "Keep Well Agreement"). ( 3 )Under the terms of the Keep Well Agreement, prior to the Notes Conversion (as defined below), the Keep Well Notes had a maturity date of September 30, 2024. Acuitas Capital, at its option, has the right to convert the entire principal amount of the Keep Well Notes outstanding, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares") at a conversion price equal to the lesser of (a) $2.40 per share (as may be adjusted) and (b) the greater of (i) the closing price of Ontrak's common stock on the trading day immediately prior to the conversion and (ii) $0.90 per share (as may be adjusted). ( 4 )Under the terms of the Keep Well Agreement, in connection with the conversion of any Keep Well Note into Shares, Ontrak will issue to Acuitas Capital a five-year warrant (each, a "Keep Well Warrant") to purchase up to a number of Shares equal to (x) the amount converted divided by (y) the conversion price of the Keep Well Note then in effect, which Keep Well Warrant will be exercisable for an exercise price equal to such conversion price (as may be adjusted). ( 5 )On November 14, 2023, Ontrak completed its previously announced public offering (the "Offering") of Shares and warrants to purchase Shares at a combined public offering price of $0.60 per Share and accompanying warrants (the "Offering Price"), as disclosed in the Form 8-K filed by Ontrak with the SEC on November 15, 2023. In accordance with the Fifth Amendment, prior to the closing of the Offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Acuitas ("Humanitario"), upon conversion of the aggregate principal amount of all outstanding Keep Well Notes previously issued to Acuitas Capital under the Keep Well Agreement, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), in accordance with the terms (including the conversion price) of the Keep Well Agreement and the Keep Well Notes. ( 6 )On November 14, 2023, in connection with the Notes Conversion, Ontrak issued to Acuitas a Keep Well Warrant to purchase up to 18,054,791 Shares with an exercise price of $0.90 per share (the "Conversion Warrant"). ( 7 )On November 14, 2023, in accordance with the Fifth Amendment, and concurrent with the closing of the Offering, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares (the "Private Placement Warrant"; together with the Pre-Funded Warrant, the "Private Placement Securities"), for total consideration of $11.0 million, consisting of (a) the $6.0 million Acuitas Capital previously delivered to Ontrak in June 2023 and September 2023 in accordance with the Keep Well Agreement and (b) a reduction of the aggregate amounts outstanding under the Keep Well Notes (after giving effect to the Notes Conversion) to $2.0 million (the Keep Well Note evidencing such $2.0 million, the "Surviving Note"). ( 8 )The exercisability of the Private Placement Securities is subject to Stockholder Approval (as defined below). Upon effectiveness of the Stockholder Approval, the Pre-Funded Warrant may be exercised at any time until exercised in full and the Private Placement Warrant may be exercised through the fifth anniversary date of the effectiveness of the Stockholder Approval. The Private Placement Securities may be exercised on a cashless basis. The exercise prices of the Pre-Funded Warrant and the Private Placement Warrant are $0.0001 per share and $0.85 per share, respectively, in each case, subject to customary adjustment for stock dividends, stock splits, reorganizations or similar events. The exercise price of the Private Placement Warrant and the number of Shares issuable upon exercise thereof are also subject to adjustment upon the occurrence of certain events described therein (collectively, the "Warrant Adjustment Provisions"). ( 9 )The Fifth Amendment requires Ontrak to seek stockholder approval (the "Stockholder Approval") under Nasdaq rules for (a) the issuance of the Shares issuable upon exercise of the Private Placement Securities that, together with the Shares issuable upon exercise of the warrants sold by Ontrak in the Offering, exceed the maximum number of Shares permitted to be issued without such approval under Nasdaq rules, (b) the Notes Conversion Modification (defined below), (c) the elimination of the 90% beneficial ownership limitation under the Keep Well Agreement that prohibited the issuance of Shares to Acuitas Capital and its affiliates upon conversion of any Keep Well Note or exercise of any Keep Well Warrant, and (d) any other terms of the Offering, the Private Placement Securities and/or the Fifth Amendment requiring stockholder approval under Nasdaq rules, including the Warrant Adjustment Provisions. ( 10 )The Offering Price was less than the conversion price at which the Keep Well Notes were converted in the Notes Conversion. Pursuant to the Fifth Amendment, upon effectiveness of the Stockholder Approval, Ontrak will issue additional Shares to Acuitas Capital s uch that the total number of Shares issued in respect of the Notes Conversion plus such additional Shares will equal the number of Shares that would have been issued in respect of the Notes Conversion had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price, the exercise price of the Conversion Warrant will be reduced to the Offering Price, and the number of Shares subject to the Conversion Warrant will be increased to the number of Shares that would have been subject thereto had the Keep Well Notes been converted in the Notes Conversion at a conversion price equal to the Offering Price (collectively, the "Notes Conversion Modifications"). ( 11 )Pursuant to the Fifth Amendment, the maturity date of the Surviving Note has been extended from September 30, 2024 to May 14, 2026, unless earlier due and payable in full. Subject to the effectiveness of the Stockholder Approval, the conversion price of the Surviving Note will be the lesser of (a) $2.40 per share (as may be adjusted) and (b) the greater of (i) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to the conversion and (b) $0.60 per share (as may be adjusted).

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