Amendment: SEC Form SC 13D/A filed by Ontrak Inc.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
| Ontrak, Inc. | ||
| (Name of Issuer) |
| Common Stock, $0.0001 par value per share | ||
| (Title of Class of Securities) |
| 44919F 104 | ||
| (CUSIP Number of Class of Securities) |
Terren S. Peizer
Acuitas Group Holdings, LLC
Acuitas Capital LLC
Humanitario Capital LLC
200 Dorado Beach Drive #3831
Dorado, Puerto Rico 00646
| 310-444-4321 |
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
| June 21, 2024 | ||
| (Date of Event which Requires Filing of this Statement) |
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 11 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 207,923,068 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 207,923,068 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 207,923,068 | |
| 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) 81.89%1 | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO | |
| 1 | Based on 253,908,442 deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed in the Form 10-Q filed by the Company with the SEC on May 15, 2024 (the “FY24Q1 10-Q”); (ii) an aggregate of 66,075,224 Shares underlying the New Keep Well Warrants issued to Acuitas (after giving effect to the adjustment to the exercise price thereof to $0.3442 per share); (iii) 16,666,667 Shares issuable upon the conversion of the Surviving Note (after giving effect to the conversion price modification upon the effectiveness of the Stockholder Approval; assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); (iv) an aggregate of 37,500,000 Shares issuable upon the conversion of the Demand Notes outstanding under the Sixth Amendment (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); (v) an aggregate of 31,532,521 Shares underlying the Demand Warrants issued in connection with the purchase of the outstanding Demand Notes; and (vi) an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable upon the conversion of the Surviving Note and the outstanding Demand Notes (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash), in each case, as described further in Item 5 below. |
SCHEDULE 13D
| CUSIP No. 44919F 104 | Page 3 of 11 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 108,333,334 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 108,333,334 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,333,334 | |
| 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) 69.31%2 | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO | |
| 2 | Based on 156,300,697 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed in the FY24Q1 10-Q; (ii) 16,666,667 Shares issuable upon the conversion of the Surviving Note (after giving effect to the conversion price modification upon the effectiveness of the Stockholder Approval; assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); (iii) an aggregate of 37,500,000 Shares issuable upon the conversion of the Demand Notes outstanding under the Sixth Amendment (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); and (iv) an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable upon the conversion of the Surviving Note and the outstanding Demand Notes (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash), in each case, as described further in Item 5 below. |
SCHEDULE 13D
| CUSIP No. 44919F 104 | Page 4 of 11 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 135,963,648 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 135,963,648 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 135,963,648 | |
| 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) 86.68%3 | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) OO | |
| 3 | Based on 156,848,825 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed in the FY24Q1 10-Q; and (ii) an aggregate of 108,881,462 Shares underlying the Private Placement Securities issued to Humanitario in November 2023, as described further in Item 5 below. |
SCHEDULE 13D
| CUSIP No. 44919F 104 | Page 5 of 11 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) |
x |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER 343,886,716 |
| 8 |
SHARED VOTING POWER 0 | |
| 9 |
SOLE DISPOSITIVE POWER 343,886,716 | |
| 10 |
SHARED DISPOSITIVE POWER 0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 343,886,716 | |
| 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) 94.79%4 | |
| 14 |
TYPE OF REPORTING PERSON (See Instructions) HC; IN | |
| 4 | Based on 362,789,904 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of: (i) 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed in the FY24Q1 10-Q; (ii) an aggregate of 66,075,224 Shares underlying the New Keep Well Warrants issued to Acuitas (after giving effect to the adjustment to the exercise price thereof to $0.3442 per share); (iii) an aggregate of 108,881,462 Shares underlying the Private Placement Securities issued to Humanitario in November 2023; (iv) 16,666,667 Shares issuable upon the conversion of the Surviving Note (after giving effect to the conversion price modification upon the effectiveness of the Stockholder Approval; assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); (v) an aggregate of 37,500,000 Shares issuable upon the conversion of the Demand Notes outstanding under the Sixth Amendment (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); (vi) an aggregate of 31,532,521 Shares underlying the Demand Warrants issued in connection with the purchase of the outstanding Demand Notes; and (vii) an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable upon the conversion of the Surviving Note and the outstanding Demand Notes (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash), in each case, as described further in Item 5 below. |
SCHEDULE 13D
| CUSIP No. 44919F 104 | Page 6 of 11 Pages |
AMENDMENT NO. 25 TO SCHEDULE 13D
This Amendment No. 25 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 and Amendment No. 24 to Schedule 13D filed on June 5, 2024 (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:
“On June 21, 2024, Mr. Peizer was found guilty by a jury in the Central District of California of one count of securities fraud and two counts of insider trading. The allegations related to the sale of shares of the Company through the use of two Rule 10b5-1 trading plans. Mr. Peizer’s conviction is not yet final, and he plans to appeal the verdict.
Other than as set forth above, during the last five years, no Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and 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 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 253,908,442 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
| (i) | 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed by the Company in the Quarterly Report on Form 10-Q filed with the SEC on May 15, 2024 (the “FY2024 Q1 10-Q”); | |
| (ii) | an aggregate of 66,075,224 Shares underlying the New Keep Well Warrants issued to Acuitas (after giving effect to the adjustment to the exercise price thereof to $0.3442 per share); |
| (iii) | 16,666,667 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (after giving effect to the adjustment to the conversion price upon the effectiveness of the Stockholder Approval, and assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (iv) | an aggregate of 37,500,000 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (v) | an aggregate of 31,532,521 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, representing the sum of (1) 8,715,863 Shares underlying the Demand Warrant issued in connection with the Initial Demand Note (assuming an initial exercise price of $0.3442 per share), (2) 11,278,196 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on May 8, 2024 (assuming an initial exercise price of $0.266 per share), and (3) 11,538,462 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 5, 2024 (assuming an initial exercise price of $0.26 per share); and | |
| (vi) | an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), representing the sum of (1) 16,666,667 Shares underlying the Conversion Warrant issuable upon the conversion of the Surviving Note (assuming (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash) and (2) an aggregate of 37,500,000 Shares underlying the Conversion Warrants issuable upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash). |
As of June 25, 2024, Acuitas may be deemed to have beneficial ownership of 207,923,068 Shares, consisting of:
| (i) | an aggregate of 1,981,989 Shares owned by Acuitas as of the date hereof; | |
| (ii) | an aggregate of 66,075,224 Shares underlying the New Keep Well Warrants issued to Acuitas (after giving effect to the adjustment to the exercise price thereof to $0.3442 per share); | |
| (iii) | 16,666,667 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (after giving effect to the adjustment to the conversion price upon the effectiveness of the Stockholder Approval, and assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (iv) | an aggregate of 37,500,000 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (v) | an aggregate of 31,532,521 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, representing the sum of (1) 8,715,863 Shares underlying the Demand Warrant issued in connection with the Initial Demand Note (assuming an initial exercise price of $0.3442 per share), (2) 11,278,196 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on May 8, 2024 (assuming an initial exercise price of $0.266 per share), and (3) 11,538,462 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 5, 2024 (assuming an initial exercise price of $0.26 per share); and | |
| (vi) | an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), representing the sum of (1) 16,666,667 Shares underlying the Conversion Warrant issuable upon the conversion of the Surviving Note (assuming (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash) and (2) an aggregate of 37,500,000 Shares underlying the Conversion Warrants issuable upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash). |
The Shares beneficially owned by Acuitas represents approximately 81.89% of the total number of Shares outstanding as of June 25, 2024. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 207,923,068 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 108,333,334 Shares with Acuitas Capital and Mr. Peizer.
Acuitas Capital
All percentages of Shares outstanding contained herein with respect to Acuitas Capital are based on 156,300,697 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
| (i) | 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed in the FY2024 Q1 10-Q; | |
| (ii) | 16,666,667 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (after giving effect to the adjustment to the conversion price upon the effectiveness of the Stockholder Approval, and assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (iii) | an aggregate of 37,500,000 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); and | |
| (iv) | an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), representing the sum of (1) 16,666,667 Shares underlying the Conversion Warrant issuable upon the conversion of the Surviving Note (assuming (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash) and (2) an aggregate of 37,500,000 Shares underlying the Conversion Warrants issuable upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash). |
As of June 25, 2024, Acuitas Capital may be deemed to have beneficial ownership of 108,333,334 Shares, consisting of:
| (i) | 16,666,667 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (after giving effect to the adjustment to the conversion price upon the effectiveness of the Stockholder Approval, and assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (ii) | an aggregate of 37,500,000 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); and | |
| (iii) | An aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), representing the sum of (1) 16,666,667 Shares underlying the Conversion Warrant issuable upon the conversion of the Surviving Note (assuming (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash) and (2) an aggregate of 37,500,000 Shares underlying the Conversion Warrants issuable upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash). | |
The Shares beneficially owned by Acuitas Capital represents approximately 69.31% of the total number of Shares outstanding as of June 25, 2024. 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 108,333,334 Shares with Acuitas and Mr. Peizer.
Humanitario
All percentages of Shares outstanding contained herein with respect to Humanitario are based on 156,848,825 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
| (i) | 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed in the FY2024 Q1 10-Q; and | |
| (ii) | an aggregate of 108,881,462 Shares underlying the Private Placement Securities (as previously defined in the Original Statement) issued to Humanitario in November 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant (as previously defined in the Original Statement) and (2) 90,548,129 Shares underlying the Private Placement Warrant (as previously defined in the Original Statement). |
As of June 25, 2024, Humanitario may be deemed to have beneficial ownership of 135,963,648 Shares, consisting of:
| (i) | an aggregate of 27,082,186 Shares owned by Humanitario as of the date hereof; and | |
| (ii) | an aggregate of 108,881,462 Shares underlying the Private Placement Securities issued to Humanitario in November 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant and (2) 90,548,129 Shares underlying the Private Placement Warrant. | |
The Shares beneficially owned by Humanitario represents approximately 86.68% of the total number of Shares outstanding as of June 25, 2024. Humanitario may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 135,963,648 Shares with Mr. Peizer.
Mr. Peizer
All percentages of Shares outstanding contained herein with respect to Mr. Peizer are based on 362,789,904 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
| (i) | 47,967,363 Shares issued and outstanding as of May 8, 2024, as disclosed in the FY2024 Q1 10-Q; | |
| (ii) | an aggregate of 66,075,224 Shares underlying the New Keep Well Warrants issued to Acuitas (after giving effect to the adjustment to the exercise price thereof to $0.3442 per share); | |
| (iii) | an aggregate of 108,881,462 Shares underlying the Private Placement Securities issued to Humanitario in November 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant and (2) 90,548,129 Shares underlying the Private Placement Warrant. | |
| (iv) | 16,666,667 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (after giving effect to the adjustment to the conversion price upon the effectiveness of the Stockholder Approval, and assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (v) | an aggregate of 37,500,000 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (vi) | an aggregate of 31,532,521 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, representing the sum of (1) 8,715,863 Shares underlying the Demand Warrant issued in connection with the Initial Demand Note (assuming an initial exercise price of $0.3442 per share), (2) 11,278,196 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on May 8, 2024 (assuming an initial exercise price of $0.266 per share), and (3) 11,538,462 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 5, 2024 (assuming an initial exercise price of $0.26 per share); and | |
| (vii) | an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), representing the sum of (1) 16,666,667 Shares underlying the Conversion Warrant issuable upon the conversion of the Surviving Note (assuming (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash) and (2) an aggregate of 37,500,000 Shares underlying the Conversion Warrants issuable upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash). |
As of June 25, 2024, Mr. Peizer may be deemed to have beneficial ownership of 343,886,716 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) 1,981,989 Shares owned by Acuitas as of the date hereof and (2) 27,082,186 Shares owned by Humanitario as of the date hereof; | |
| (ii) | an aggregate of 66,075,224 Shares underlying the New Keep Well Warrants issued to Acuitas (after giving effect to the adjustment to the exercise price thereof to $0.3442 per share); | |
| (iii) | an aggregate of 108,881,462 Shares underlying the Private Placement Securities issued to Humanitario in November 2023, representing the sum of (1) 18,333,333 Shares underlying the Private Placement Pre-Funded Warrant and (2) 90,548,129 Shares underlying the Private Placement Warrant; | |
| (iv) | 16,666,667 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note (after giving effect to the adjustment to the conversion price upon the effectiveness of the Stockholder Approval, and assuming (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (v) | an aggregate of 37,500,000 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (1) a conversion price equal to $0.12 per share and (2) any accrued interest thereon is paid in cash); | |
| (vi) | an aggregate of 31,532,521 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment, representing the sum of (1) 8,715,863 Shares underlying the Demand Warrant issued in connection with the Initial Demand Note (assuming an initial exercise price of $0.3442 per share), (2) 11,278,196 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on May 8, 2024 (assuming an initial exercise price of $0.266 per share), and (2) 11,538,462 Shares underlying the Demand Warrant issued in respect of the Demand Note purchased on June 5, 2024 (assuming an initial exercise price of $0.26 per share); and | |
| (vii) | an aggregate of 54,166,667 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee), representing the sum of (1) 16,666,667 Shares underlying the Conversion Warrant issuable upon the conversion of the Surviving Note (assuming (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash) and (2) an aggregate of 37,500,000 Shares underlying the Conversion Warrants issuable upon the conversion of the Initial Demand Note and the Demand Notes purchased by Acuitas Capital on May 8, 2024 and June 5, 2024 (assuming, in each case, (I) a conversion price equal to $0.12 per share and (II) any accrued interest thereon is paid in cash). |
The Shares beneficially owned by Mr. Peizer represents approximately 94.79% of the total number of Shares outstanding as of June 25, 2024. 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 343,886,716 Shares.”
Item 5(c) of the Statement is hereby supplemented with the following:
“The Reporting Persons had no transactions in the securities of the Company since the most recent filing on Schedule 13D.”
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: June 25, 2024
| ACUITAS GROUP HOLDINGS, LLC | ||
| By: | /s/ Terren S. Peizer | |
| Terren S. Peizer, Chairman | ||
| ACUITAS CAPITAL LLC | ||
| By: | /s/ Terren S. Peizer | |
| Terren S. Peizer, Chairman | ||
| HUMANITARIO CAPITAL LLC | ||
| By: | /s/ Terren S. Peizer | |
| Terren S. Peizer, Sole Member | ||
| /s/ Terren S. Peizer | ||
| Terren S. Peizer | ||