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. 27)*

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)

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

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

AMENDMENT NO. 27 TO SCHEDULE 13D

This Amendment No. 27 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, Amendment No. 24 to Schedule 13D filed on June 5, 2024, Amendment No. 25 to Schedule 13D filed on June 21, 2024 and Amendment No. 26 to Schedule 13D filed on August 30, 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 3 of the Statement is hereby amended and supplemented to include the information disclosed in Item 4 below, which is incorporated by reference herein.

Item 4 of the Statement is hereby amended and supplemented by adding the following information:

“As previously disclosed, on March 28, 2024, Acuitas Capital, the Company, certain of the Company’s subsidiaries and U.S. Bank Trust Company, National Association, entered into the Sixth Amendment (the “Sixth 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, that certain Fourth Amendment made as of June 23, 2023 and that certain Fifth Amendment made as of October 31, 2023 (as amended by the Sixth Amendment, the “Keep Well Agreement”).

Pursuant to the terms of the Sixth Amendment, on September 30, 2024, the Company issued and sold to Acuitas Capital, and Acuitas Capital purchased from the Company, an additional Demand Note with an aggregate principal amount of $1.0 million, in the form attached as Exhibit A to the Sixth Amendment, as previously filed as Exhibit 99.28 to the Original Statement. The source of funds was working capital. Pursuant to the terms of the Sixth Amendment, in connection with the Demand Note purchased by Acuitas Capital from the Company on September 30, 2024, the Company issued to Acuitas a Demand Warrant, in the form attached as Exhibit B to the Sixth Amendment, to purchase up to an aggregate of 760,456 Shares, exercisable at an initial exercise price of $2.63 per share (in each case, subject to further adjustment).”

Item 5(a) and (b) of the Statement is amended and restated in its entirety as follows:

“(a) and (b)

Except as otherwise expressly set forth in this Amendment, all amount of Shares, as well as the various exercise prices, conversion prices and similar amounts, reported in this Statement, reflect and give effect to the Company’s 1:15 reverse stock split, effective on September 23, 2024 (the “September 2024 Reverse Stock Split”).

Acuitas

All percentages of Shares outstanding contained herein with respect to Acuitas are based on 21,347,725 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:

As of the date hereof, Acuitas may be deemed to have beneficial ownership of 18,282,008 Shares, consisting of:

The Shares beneficially owned by Acuitas represents approximately 85.64% of the total number of Shares 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 18,282,008 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 10,000,008 Shares with Acuitas Capital and Mr. Peizer.

Acuitas Capital

All percentages of Shares outstanding contained herein with respect to Acuitas Capital are based on 13,197,858 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:

As of the date hereof, Acuitas Capital may be deemed to have beneficial ownership of 10,000,008 Shares, consisting of:

The Shares beneficially owned by Acuitas Capital represents approximately 75.77% of the total number of Shares 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 10,000,008 Shares with Acuitas and Mr. Peizer.

Humanitario

All percentages of Shares outstanding contained herein with respect to Humanitario are based on 10,456,615 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:

As of the date hereof, Humanitario may be deemed to have beneficial ownership of 9,064,245 Shares, consisting of:

The Shares beneficially owned by Humanitario represents approximately 86.68% of the total number of Shares 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 9,064,245 Shares with Mr. Peizer.

Mr. Peizer

All percentages of Shares outstanding contained herein with respect to Mr. Peizer are based on 28,606,490 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:

As of the date hereof, Mr. Peizer may be deemed to have beneficial ownership of 27,346,253 Shares, consisting of:

The Shares beneficially owned by Mr. Peizer represents approximately 95.18% of the total number of Shares 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 27,346,253 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.”

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. 

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:  October 3, 2024