SEC Form SC 13D/A filed by Ontrak Inc. (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 24)*

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. 24 TO SCHEDULE 13D

This Amendment No. 24 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 and Amendment No. 23 to Schedule 13D filed on April 10, 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 information 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 (the “Third Amendment”), 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 which the Company issued and sold to Acuitas Capital, and Acuitas Capital purchased from the Company, a Demand Note (as previously defined in the Original Statement) with a principal amount of $1.5 million (the “Initial Demand Note”) on April 5, 2024, and in Acuitas Capital’s sole discretion, Acuitas Capital may purchase from the Company, and the Company will issue and sell to Acuitas Capital, up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such time and in such principal amounts as specified in the Sixth Amendment. Pursuant to the terms of the Sixth Amendment, on May 8, 2024 and June 5, 2024, the Company issued and sold to Acuitas Capital, and Acuitas Capital purchased from the Company, additional Demand Notes with an aggregate principal amount of $3.0 million, each in the form attached as Exhibit A to the Sixth Amendment, as previously filed as Exhibit 99.28 to the Original Statement.

As previously disclosed, under the terms of the Sixth Amendment, the Company was required to seek stockholder approval (the “Stockholder Approval”) in accordance with the rules of the Exchange (as previously defined in the Original Statement) of the issuance of the Demand Warrants, the New Keep Well Warrants (each as previously defined in the Original Statement) and the Demand Notes, the issuance of the Shares upon exercise or conversion (as applicable) of the Demand Warrants, the New Keep Well Warrants and the Demand Notes, and any other terms of the Sixth Amendment that require approval of the Company’s stockholders under the rules of the Exchange. According to the Information Statement on Schedule 14C filed by the Company with the SEC on May 13, 2024, the effective date of the Stockholder Approval (the “Stockholder Approval Effective Date”) occurred on or approximately June 2, 2024.

The following transactions occurred pursuant to the terms of the Sixth Amendment as a result of and/or in connection with the effectiveness of the Stockholder Approval:

Convertibility of Demand Notes. Under the terms of the Sixth Amendment and each Demand Note purchased by Acuitas Capital under the Keep Well Agreement, at any time after the Stockholder Approval Effective Date, the entire principal amount of such Demand Note, plus all accrued and unpaid interest thereon, shall be convertible, in whole or in part, into Shares, at Acuitas Capital’s option, at a conversion price equal to the lesser of (a) $0.36 and (b) the greater of (i) the consolidated closing bid price of the Company’s common stock as reported on the Exchange that is immediately prior to the applicable conversion date of such Demand Note and (ii) $0.12, which will be subject to further adjustment in accordance with the terms of such Demand Note.

Pursuant to the terms of the Keep Well Agreement, in connection with the conversion of the principal amount of any Demand Note and/or accrued interest thereon into Shares, the Company will issue to Acuitas Capital a five-year warrant to purchase Shares, each in the form attached as Exhibit B to the Third Amendment, as previously filed as Exhibit 99.18 to the Original Statement (each a “Conversion Warrant”). As previously disclosed, under the terms of the Keep Well Agreement, the number of Shares subject to each Conversion Warrant will be equal to (x) 100% of the amount converted divided by (y) the conversion price of the Demand Note then in effect, and the exercise price of each such Conversion Warrant will be equal to the conversion price of the Demand Note then in effect, in each case, which will be subject to further adjustment in accordance with the terms of such Conversion Warrant.

Issuance of Demand Warrants. As previously disclosed, under the terms of the Sixth Amendment, in connection with each Demand Note purchased by Acuitas Capital from the Company, the Company will issue to Acuitas Capital (or an entity affiliated with Acuitas Capital, as designated by Acuitas Capital) a Demand Warrant, in the form attached as Exhibit B to the Sixth Amendment, to purchase such number of Shares that results in 200% warrant coverage. Each Demand Warrant will have a five-year term. As previously disclosed, pursuant to the terms of the Sixth Amendment (including as a result of the reduction of the exercise price of the Public Offering Warrants (as previously defined in the Original Statement) to $0.3442 per share, as disclosed in the Form 8-K filed by the Company on April 8, 2024), the initial exercise price will be (a) in the case of the Demand Warrant issued in connection with the Initial Demand Note and in respect of the next $3.0 million of principal amount of Demand Notes purchased by Acuitas Capital, the lesser of (i) $0.3442 and (ii) the greater of (1) the consolidated closing bid price of the Company’s common stock as reported on the Exchange immediately preceding the time the applicable Demand Note is deemed issued by the Company and (2) $0.12, and (b) in the case of the Demand Warrants issued in connection with any subsequent Demand Notes, the consolidated closing bid price of the Company’s common stock as reported on the Exchange immediately preceding the time the applicable Demand Note is deemed issued by the Company, which initial exercise price will, in each case of clauses (a) and (b) above, be subject to further adjustment in accordance with the terms of the Demand Warrant and the Sixth Amendment.

In connection with the effectiveness of the Stockholder Approval, on June 5, 2024, in accordance with the terms of the Sixth Amendment, the Company issued to Acuitas Demand Warrants to purchase up to an aggregate of 31,532,521 Shares, as follows:

Issuance of New Keep Well Warrants. As previously disclosed, under the terms of the Sixth Amendment, promptly following the Stockholder Approval Effective Date, the Company will issue to each holder of a Replaced Keep Well Warrant (as previously defined in the Original Statement), in exchange therefor, a New Keep Well Warrant substantially in the form of the Demand Warrant, and each Replaced Keep Well Warrant will be deemed automatically cancelled. Each New Keep Well Warrant will have the same issuance date as the Replaced Keep Well Warrant in respect of which it was issued and a term of five years from the original issuance date of the Replaced Keep Well Warrant in respect of which it was issued. As previously disclosed, pursuant to the terms of the Sixth Amendment (including as a result of the reduction of the exercise price of the Public Offering Warrants to $0.3442 per share, as disclosed in the Form 8-K filed by the Company on April 8, 2024), the initial exercise price will be equal to $0.3442, which will be subject to further adjustment in accordance with the terms of the New Keep Well Warrant and the Sixth Amendment.

In connection with the effectiveness of the Stockholder Approval, on June 5, 2024, in accordance with the terms of the Sixth Amendment, the Company issued to Acuitas, in exchange for outstanding Replaced Keep Well Warrants to purchase up to an aggregate of 34,119,225 Shares, New Keep Well Warrants to purchase up to an aggregate of 66,075,224 Shares, as follows:

Modification of Surviving Note Conversion Price. As previously disclosed, pursuant to the terms of the Sixth Amendment, upon the effectiveness of the Stockholder Approval, the conversion price of the Surviving Note (which was previously issued by the Company to Acuitas Capital pursuant to the Fifth Amendment) automatically became equal to the lesser of (a) $0.36 and (b) the greater of (i) the consolidated closing bid price of the Company’s common stock as reported on the Exchange on the trading day that is immediately prior to the applicable conversion date of the Surviving Note and (ii) $0.12, which will be subject to further adjustment in accordance with its terms.

The foregoing description of the Sixth Amendment is qualified in its entirety by reference to the full text of the Sixth Amendment, which was previously attached as Exhibit 99.28 to Amendment No. 22 to this Statement, and is incorporated by reference herein.”

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:

As of June 5, 2024, Acuitas may be deemed to have beneficial ownership of 207,923,068 Shares, consisting of:

The Shares beneficially owned by Acuitas represents approximately 81.89% of the total number of Shares outstanding as of June 5, 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:

As of June 5, 2024, Acuitas Capital may be deemed to have beneficial ownership of 108,333,334 Shares, consisting of:

The Shares beneficially owned by Acuitas Capital represents approximately 69.31% of the total number of Shares outstanding as of June 5, 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:

As of June 5, 2024, Humanitario may be deemed to have beneficial ownership of 135,963,648 Shares, consisting of:

The Shares beneficially owned by Humanitario represents approximately 86.68% of the total number of Shares outstanding as of June 5, 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:

As of June 5, 2024, Mr. Peizer may be deemed to have beneficial ownership of 343,886,716 Shares, consisting of:

The Shares beneficially owned by Mr. Peizer represents approximately 94.79% of the total number of Shares outstanding as of June 5, 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:

“Except as described in this Statement, 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:  June 5, 2024