Sec Form 4 Filing - PEIZER TERREN S @ Ontrak, Inc. - 2024-03-28

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) 03/28/2024 (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

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 Common Stock Purchase Warrant ( 1 ) $ 0.85 ( 2 ) ( 5 ) 03/28/2024( 2 )( 5 ) H 36,666,666 ( 2 ) ( 5 ) 12/20/2023 12/20/2028 Common Stock 36,666,666 ( 2 ) ( 5 ) ( 2 ) ( 5 ) 0 I By Humanitario Common Stock Purchase Warrant ( 1 ) $ 0.36 ( 2 ) ( 5 ) 03/28/2024( 2 )( 5 ) J 86,574,073 ( 2 ) ( 5 ) 03/28/2024 12/20/2028 Common Stock 86,574,073 ( 2 ) ( 5 ) ( 2 ) ( 5 ) 86,574,073 I By Humanitario Common Stock Purchase Warrant ( 1 ) $ 0.36 ( 3 ) ( 4 ) ( 5 ) 03/28/2024( 3 )( 4 )( 5 ) H 86,574,073 ( 3 ) ( 4 ) ( 5 ) 03/28/2024 12/20/2028 Common Stock 86,574,073 ( 3 ) ( 4 ) ( 5 ) ( 3 ) ( 4 ) ( 5 ) 0 I By Humanitario Common Stock Purchase Warrant ( 1 ) $ 0.3442 ( 3 ) ( 4 ) ( 5 ) 04/08/2024( 3 )( 4 )( 5 ) J 90,548,129 ( 3 ) ( 4 ) ( 5 ) 04/08/2024( 4 )( 5 ) 12/20/2028 Common Stock 90,548,129 ( 3 ) ( 4 ) ( 5 ) ( 3 ) ( 4 ) ( 5 ) 90,548,129 I By Humanitario

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 Acuitas Group Holdings, LLC, Terren S. Peizer, Chairman /s/ Terren S. Peizer 04/10/2024 Signature of Reporting Person Date /s/ Terren S. Peizer 04/10/2024 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 )On March 28, 2024, in connection with the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto (as amended by the Sixth Amendment, the "Keep Well Agreement"), Ontrak and Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), entered into a waiver and agreement (the "Warrant Waiver"). Under the terms of the Warrant Waiver, the exercise price of the Private Placement Warrant (as previously defined in this Form 4) then in effect would be reduced to $0.36 at the time the Company entered into the Sixth Amendment. ( 3 )Under the terms of the Warrant Waiver, if $0.36 is greater than the lowest VWAP of Ontrak's common stock on any trading day during the five trading day period immediately following public announcement of Ontrak entering into the Sixth Amendment, the exercise price of the Private Placement Warrant would be reduced to such lowest VWAP on any trading day during such five trading day period. ( 4 )According to the Form 8-K filed by Ontrak on April 8, 2024, the lowest VWAP on any trading day during the five-trading day period immediately following the public announcement of Ontrak entering into the Sixth Amendment was $0.3442. Accordingly, pursuant to the terms of the Warrant Waiver, the exercise price of the Private Placement Warrant was reduced to $0.3442 per share (and the number of shares of Ontrak's common stock issuable upon exercise thereof was increased to 90,548,129 shares). ( 5 )Such adjustments are reported in Table II above as the cancellation of the prior warrant in exchange for the issuance of a new warrant reflecting the modified exercise price and number of warrant shares issuable upon exercise thereof.

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