PEIZER TERREN S

SEC source: 0001104659-25-062188 · tm2518808-2_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 799,575

Underlying: Common Stock · 500,000 shares

Expires not disclosed

F2 · derivative.expiration_date: As previously disclosed, the Pre-Funded Warrant (as previously defined) may be exercised at any time until exercised in full.

SEC source: 0001104659-25-062188 · tm2518808-2_4seq1.xml · nonDerivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 2,305,480

F1 · security: 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. Humanitario Capital LLC is an entity wholly owned by Mr. Peizer.

SEC source: 0001104659-25-061837 · tm2518533-1_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 359,712

Underlying: Common Stock · 359,712 shares

Expires 2030-06-18

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F4 · derivative.exercise_price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F4 · date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).

F4 · shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F4 · price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F4 · derivative.exercise_date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F4 · derivative.underlying_shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of June 18, 2025, in the form attached to the Sixth Amendment, to purchase up to 359,712 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.39 per share (subject to further adjustment).

SEC source: 0001104659-25-061837 · tm2518533-1_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F3 · derivative.exercise_price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of (x) $5.40 and (y) greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F3 · reported_value: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of (x) $5.40 and (y) greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F3 · price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of (x) $5.40 and (y) greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F3 · derivative.exercise_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of (x) $5.40 and (y) greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F3 · derivative.expiration_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of (x) $5.40 and (y) greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of June 18, 2025, in principal amount of $250,000.

F3 · derivative.underlying_shares: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of (x) $5.40 and (y) greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

SEC source: 0001104659-25-054410 · tm2516462-2_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 1,635,220

Underlying: Common Stock · 1,635,220 shares

Expires 2030-05-27

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F4 · derivative.exercise_price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 27, 2025, in the form attached to the Sixth Amendment, to purchase up to 1,635,220 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.59 per share (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F4 · date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 27, 2025, in the form attached to the Sixth Amendment, to purchase up to 1,635,220 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.59 per share (subject to further adjustment).

F4 · shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 27, 2025, in the form attached to the Sixth Amendment, to purchase up to 1,635,220 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.59 per share (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F4 · price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 27, 2025, in the form attached to the Sixth Amendment, to purchase up to 1,635,220 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.59 per share (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F4 · derivative.exercise_date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 27, 2025, in the form attached to the Sixth Amendment, to purchase up to 1,635,220 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.59 per share (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F4 · derivative.underlying_shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 27, 2025, in the form attached to the Sixth Amendment, to purchase up to 1,635,220 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.59 per share (subject to further adjustment).

SEC source: 0001104659-25-054410 · tm2516462-2_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F3 · derivative.exercise_price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F3 · reported_value: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F3 · price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F3 · derivative.exercise_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F3 · derivative.expiration_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 27, 2025, in principal amount of $1,300,000.

F3 · derivative.underlying_shares: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

SEC source: 0001104659-25-051094 · tm2515671-1_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 609,756

Underlying: Common Stock · 609,756 shares

Expires 2030-05-09

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F4 · derivative.exercise_price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 9, 2025, in the form attached to the Sixth Amendment, to purchase up to 609,756 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.64 per share (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F4 · date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 9, 2025, in the form attached to the Sixth Amendment, to purchase up to 609,756 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.64 per share (subject to further adjustment).

F4 · shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 9, 2025, in the form attached to the Sixth Amendment, to purchase up to 609,756 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.64 per share (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F4 · price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 9, 2025, in the form attached to the Sixth Amendment, to purchase up to 609,756 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.64 per share (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F4 · derivative.exercise_date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 9, 2025, in the form attached to the Sixth Amendment, to purchase up to 609,756 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.64 per share (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F4 · derivative.underlying_shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note, Acuitas was issued a five-year warrant, issued as of May 9, 2025, in the form attached to the Sixth Amendment, to purchase up to 609,756 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.64 per share (subject to further adjustment).

SEC source: 0001104659-25-051094 · tm2515671-1_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F3 · derivative.exercise_price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F3 · reported_value: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F3 · price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F3 · derivative.exercise_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F3 · derivative.expiration_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note"), dated as of May 9, 2025, in principal amount of $500,000.

F3 · derivative.underlying_shares: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

SEC source: 0001104659-25-030790 · tm2511039-2_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 2,027,027

Underlying: Common Stock · 2,027,027 shares

Expires 2030-03-28

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · derivative.exercise_price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on March 28, 2025, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 2,027,027 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.48 per share (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on March 28, 2025, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 2,027,027 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.48 per share (subject to further adjustment).

F4 · shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on March 28, 2025, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 2,027,027 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.48 per share (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on March 28, 2025, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 2,027,027 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.48 per share (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · derivative.exercise_date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on March 28, 2025, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 2,027,027 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.48 per share (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · derivative.underlying_shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on March 28, 2025, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 2,027,027 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $1.48 per share (subject to further adjustment).

SEC source: 0001104659-25-030790 · tm2511039-2_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · derivative.exercise_price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · reported_value: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · derivative.exercise_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F3 · derivative.expiration_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on March 28, 2025, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · derivative.underlying_shares: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

SEC source: 0001104659-24-106720 · tm2425734-2_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 881,057

Underlying: Common Stock · 881,057 shares

Expires 2029-10-02

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · derivative.exercise_price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on October 3, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 881,057 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.27 per share (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on October 3, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 881,057 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.27 per share (subject to further adjustment).

F4 · shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on October 3, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 881,057 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.27 per share (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on October 3, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 881,057 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.27 per share (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · derivative.exercise_date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on October 3, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 881,057 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.27 per share (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · derivative.underlying_shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on October 3, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 881,057 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.27 per share (subject to further adjustment).

SEC source: 0001104659-24-106720 · tm2425734-2_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · derivative.exercise_price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · reported_value: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · derivative.exercise_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F3 · derivative.expiration_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on October 3, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · derivative.underlying_shares: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

SEC source: 0001104659-24-106020 · tm2425589-2_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 760,456

Underlying: Common Stock · 760,456 shares

Expires 2029-09-29

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · derivative.exercise_price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on September 30, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 760,456 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.63 per share (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on September 30, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 760,456 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.63 per share (subject to further adjustment).

F4 · shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on September 30, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 760,456 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.63 per share (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on September 30, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 760,456 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.63 per share (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · derivative.exercise_date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on September 30, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 760,456 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.63 per share (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F4 · derivative.underlying_shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on September 30, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 760,456 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $2.63 per share (subject to further adjustment).

SEC source: 0001104659-24-106020 · tm2425589-2_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · derivative.exercise_price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · reported_value: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · derivative.exercise_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F3 · derivative.expiration_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on September 30, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.0 million.

F3 · derivative.underlying_shares: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $5.40 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $1.80 (subject to further adjustment).

SEC source: 0001104659-24-095737 · tm2423125-1_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 13,233,348

Underlying: Common Stock · 13,233,348 shares

Expires 2029-08-28

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · derivative.exercise_price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on August 28, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 13,233,348 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $0.2267 per share (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on August 28, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 13,233,348 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $0.2267 per share (subject to further adjustment).

F4 · shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on August 28, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 13,233,348 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $0.2267 per share (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · price: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on August 28, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 13,233,348 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $0.2267 per share (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · derivative.exercise_date: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on August 28, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 13,233,348 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $0.2267 per share (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F4 · derivative.underlying_shares: Pursuant to the terms of the Sixth Amendment, in connection with the purchase of the Demand Note on August 28, 2024, Ontrak issued to Acuitas a five-year warrant, in the form attached to the Sixth Amendment, to purchase up to 13,233,348 shares of Ontrak's common stock, exercisable upon issuance at an initial exercise price of $0.2267 per share (subject to further adjustment).

SEC source: 0001104659-24-095737 · tm2423125-1_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · derivative.exercise_price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · reported_value: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · price: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · derivative.exercise_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F3 · derivative.expiration_date: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which, on August 28, 2024, Acuitas Capital purchased from Ontrak a senior secured promissory note (in the form attached thereto, the "Demand Note") in principal amount of $1.5 million.

F3 · derivative.underlying_shares: The Demand Note is payable upon demand of the holder. Under the Sixth Amendment, the entire principal amount of the Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 16

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 47,208,924

Underlying: Common Stock · 47,208,924 shares

Expires 2028-11-14

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 15

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 0

Underlying: Common Stock · 27,082,186 shares

Expires 2028-11-14

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 14

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 3,971,853

Underlying: Common Stock · 3,971,853 shares

Expires 2028-03-06

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 13

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 0

Underlying: Common Stock · 1,481,482 shares

Expires 2028-03-06

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F8 · derivative.exercise_price: After giving effect to Ontrak's 1-to-6 reverse stock split, effective as of July 27, 2023. Prior to the Sixth Amendment, on September 1, 2023, the exercise price of the warrants issued on August 29, 2022, September 7, 2022, January 5, 2023 and March 6, 2023 was determined to have been automatically reduced to $0.9228, subject to further adjustment, on account of the 1:6 reverse stock split and the final funding under the Keep Well Agreement. Table II reflects the exercise prices after giving effect to such exercise price reduction terms (but prior to the adjustments described in (5) above).

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 12

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 3,971,853

Underlying: Common Stock · 3,971,853 shares

Expires 2028-01-05

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 11

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 0

Underlying: Common Stock · 1,481,482 shares

Expires 2028-01-05

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F8 · derivative.exercise_price: After giving effect to Ontrak's 1-to-6 reverse stock split, effective as of July 27, 2023. Prior to the Sixth Amendment, on September 1, 2023, the exercise price of the warrants issued on August 29, 2022, September 7, 2022, January 5, 2023 and March 6, 2023 was determined to have been automatically reduced to $0.9228, subject to further adjustment, on account of the 1:6 reverse stock split and the final funding under the Keep Well Agreement. Table II reflects the exercise prices after giving effect to such exercise price reduction terms (but prior to the adjustments described in (5) above).

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 10

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 5,957,779

Underlying: Common Stock · 5,957,779 shares

Expires 2027-09-07

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 9

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 0

Underlying: Common Stock · 2,222,223 shares

Expires 2027-09-07

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F8 · derivative.exercise_price: After giving effect to Ontrak's 1-to-6 reverse stock split, effective as of July 27, 2023. Prior to the Sixth Amendment, on September 1, 2023, the exercise price of the warrants issued on August 29, 2022, September 7, 2022, January 5, 2023 and March 6, 2023 was determined to have been automatically reduced to $0.9228, subject to further adjustment, on account of the 1:6 reverse stock split and the final funding under the Keep Well Agreement. Table II reflects the exercise prices after giving effect to such exercise price reduction terms (but prior to the adjustments described in (5) above).

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 8

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 4,964,815

Underlying: Common Stock · 4,964,815 shares

Expires 2027-08-29

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 7

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 0

Underlying: Common Stock · 1,851,852 shares

Expires 2027-08-29

F1 · security: 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.

F5 · derivative.exercise_price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F8 · derivative.exercise_price: After giving effect to Ontrak's 1-to-6 reverse stock split, effective as of July 27, 2023. Prior to the Sixth Amendment, on September 1, 2023, the exercise price of the warrants issued on August 29, 2022, September 7, 2022, January 5, 2023 and March 6, 2023 was determined to have been automatically reduced to $0.9228, subject to further adjustment, on account of the 1:6 reverse stock split and the final funding under the Keep Well Agreement. Table II reflects the exercise prices after giving effect to such exercise price reduction terms (but prior to the adjustments described in (5) above).

F5 · date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F5 · price: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F5 · derivative.exercise_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F5 · derivative.expiration_date: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F5 · derivative.underlying_shares: Under the Sixth Amendment, following stockholder approval, Ontrak will exchange each warrant issued under the Keep Well Agreement (each deemed to be automatically cancelled), with a newly issued five-year warrant, substantially in the form of Demand Warrant (a "New Warrant"), with the same issuance date as the replaced warrant. As a result of the exercise price reduction for certain Ontrak public offering warrants, the initial exercise price of each New Warrant was reduced to (and currently is) $0.3442 (and the warrant share amount proportionately increased), as may be further adjusted. On June 5, 2024, Ontrak issued New Warrants in exchange for warrants dated August 29, 2022, September 7, 2022, January 5, 2023, March 6, 2023 and November 14, 2023. Table II reports these modifications as the cancellation of old warrant for a newly issued warrant with modified terms as provided by the Sixth Amendment.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 6

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: 11,538,462

Underlying: Common Stock · 11,538,462 shares

Expires 2029-06-05

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · derivative.exercise_price: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · shares: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · price: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · derivative.underlying_shares: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 5

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: 11,278,196

Underlying: Common Stock · 11,278,196 shares

Expires 2029-05-08

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · derivative.exercise_price: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · shares: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · price: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · derivative.underlying_shares: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 4

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: 8,715,863

Underlying: Common Stock · 8,715,863 shares

Expires 2029-04-05

F1 · security: 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.

F2 · derivative.exercise_price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · derivative.exercise_price: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · shares: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · price: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F4 · derivative.exercise_date: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F4 · derivative.underlying_shares: Under the Sixth Amendment, subject to the aforementioned stockholder approval, for each purchased Demand Note, Ontrak will issue to Acuitas Capital a five-year warrant, in the form attached to the Sixth Amendment (a "Demand Warrant"), to purchase such number of shares of Ontrak's common stock resulting in 200% warrant coverage. The initial exercise price equals (a) in the case of Demand Warrants issued in connection with the initial Demand Note and next $3 million of principal amount of Demand Notes, the lesser of (i) $0.3442 and (ii) greater of (1) the consolidated closing bid price of Ontrak's common stock immediately preceding the deemed issuance time of the applicable Demand Note and (2) $0.12, and (b) in the case of subsequently issued Demand Warrants, the consolidated closing bid price of Ontrak's common stock immediately preceding such deemed issuance time, in each case of clause (a) or (b), subject to further adjustment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 3

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F3 · derivative.exercise_price: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · price: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · derivative.exercise_date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F3 · derivative.expiration_date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · derivative.underlying_shares: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 18

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-05-04

F1 · security: 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.

F6 · derivative.exercise_price: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F6 · date: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F6 · reported_value: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F6 · price: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F6 · derivative.exercise_date: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 17

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-05-04

F1 · security: 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.

F6 · derivative.exercise_price: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F6 · date: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F6 · reported_value: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F6 · price: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F6 · derivative.exercise_date: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F6 · derivative.underlying_shares: Under the Sixth Amendment, effective as of the aforementioned stockholder approval, the conversion price of the Surviving Note (which was previously issued to Acuitas Capital under the Fifth Amendment to the Keep Well Agreement) was modified to equal the lesser of (a) $0.36 and (b) the greater of the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12, subject to further adjustment. Prior to stockholder approval, the conversion price was equal to the lesser of (i) $2.40 and (b) the greater of (i) such consolidated closing bid price prior to conversion and (ii) $0.60, as adjusted. The modifications described above are reported in Table II as the cancellation of the old security in exchange for the issuance of a new security reflecting the modified terms pursuant to the Sixth Amendment.

F7 · derivative.underlying_shares: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F3 · derivative.exercise_price: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · price: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · derivative.exercise_date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F3 · derivative.expiration_date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · derivative.underlying_shares: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

SEC source: 0001104659-24-068774 · tm2416475-1_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · security: 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.

F3 · derivative.exercise_price: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · derivative.exercise_price: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F2 · reported_value: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F2 · price: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · price: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.exercise_date: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · derivative.exercise_date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F7 · derivative.exercise_date: Under the Sixth Amendment, Ontrak was required to seek the aforementioned stockholder approval for the Sixth Amendment transactions. According to the Information Statement filed by Ontrak with the SEC on May 13, 2024, such stockholder approval became effective on or approximately June 2, 2024.

F3 · derivative.expiration_date: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

F2 · derivative.underlying_shares: As previously disclosed, Ontrak and Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), entered into that certain Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated March 28, 2024 (as amended by the Sixth Amendment, the "Keep Well Agreement"), pursuant to which Ontrak issued and sold to Acuitas Capital, and Acuitas Capital purchased from Ontrak, a senior secured promissory note, in the form attached thereto (a "Demand Note"), with a principal amount of $1.5 million on April 5, 2024, and Acuitas Capital, at its sole discretion, may purchase up to an additional $13.5 million in aggregate principal amount of Demand Notes, at such times and in such principal amounts as specified in the Sixth Amendment. On May 8, 2024 and June 5, 2024, Acuitas Capital purchased additional Demand Notes with an aggregate principal amount of $3 million.

F3 · derivative.underlying_shares: Each Demand Note is payable upon the demand of the holder. Under the Sixth Amendment, subject to Ontrak obtaining stockholder approval of the Sixth Amendment transactions, the entire principal amount of each Demand Note (plus accrued and unpaid interest thereon) is convertible, at Acuitas Capital's option, into shares of Ontrak's common stock, at a conversion price equal to the lesser of $0.36 and greater of (i) the consolidated closing bid price of Ontrak's common stock immediately prior to the applicable conversion date and (ii) $0.12 (subject to further adjustment).

SEC source: 0001104659-24-045895 · tm2411494-1_4seq1.xml · derivative · entry 4

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 90,548,129

Underlying: Common Stock · 90,548,129 shares

Expires 2028-12-20

F1 · security: 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.

F3 · derivative.exercise_price: 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.

F4 · derivative.exercise_price: 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).

F5 · derivative.exercise_price: 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.

F3 · date: 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.

F4 · date: 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).

F5 · date: 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.

F3 · shares: 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.

F4 · shares: 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).

F5 · shares: 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.

F3 · price: 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.

F4 · price: 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).

F5 · price: 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.

F4 · derivative.exercise_date: 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).

F5 · derivative.exercise_date: 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.

F3 · derivative.underlying_shares: 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.

F4 · derivative.underlying_shares: 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).

F5 · derivative.underlying_shares: 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.

SEC source: 0001104659-24-045895 · tm2411494-1_4seq1.xml · derivative · entry 3

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 0

Underlying: Common Stock · 86,574,073 shares

Expires 2028-12-20

F1 · security: 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.

F3 · derivative.exercise_price: 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.

F4 · derivative.exercise_price: 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).

F5 · derivative.exercise_price: 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.

F3 · date: 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.

F4 · date: 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).

F5 · date: 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.

F3 · shares: 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.

F4 · shares: 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).

F5 · shares: 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.

F3 · price: 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.

F4 · price: 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).

F5 · price: 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.

F3 · derivative.underlying_shares: 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.

F4 · derivative.underlying_shares: 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).

F5 · derivative.underlying_shares: 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.

SEC source: 0001104659-24-045895 · tm2411494-1_4seq1.xml · derivative · entry 2

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 86,574,073

Underlying: Common Stock · 86,574,073 shares

Expires 2028-12-20

F1 · security: 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.

F2 · derivative.exercise_price: 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.

F5 · derivative.exercise_price: 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.

F2 · date: 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.

F5 · date: 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.

F2 · shares: 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.

F5 · shares: 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.

F2 · price: 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.

F5 · price: 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.

F2 · derivative.underlying_shares: 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.

F5 · derivative.underlying_shares: 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.

SEC source: 0001104659-24-045895 · tm2411494-1_4seq1.xml · derivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 0

Underlying: Common Stock · 36,666,666 shares

Expires 2028-12-20

F1 · security: 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.

F2 · derivative.exercise_price: 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.

F5 · derivative.exercise_price: 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.

F2 · date: 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.

F5 · date: 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.

F2 · shares: 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.

F5 · shares: 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.

F2 · price: 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.

F5 · price: 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.

F2 · derivative.underlying_shares: 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.

F5 · derivative.underlying_shares: 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.

SEC source: 0001104659-23-128890 · tm2333440-1_4seq1.xml · derivative · entry 8

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-05-14

F1 · security: 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.

F3 · derivative.exercise_price: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F8 · derivative.exercise_price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · derivative.exercise_price: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F2 · date: As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023.

F8 · date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · date: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F8 · reported_value: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · reported_value: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F8 · price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · price: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F3 · derivative.exercise_date: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F5 · derivative.exercise_date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F8 · derivative.exercise_date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · derivative.exercise_date: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F10 · derivative.expiration_date: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F3 · derivative.underlying_shares: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F6 · derivative.underlying_shares: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F10 · derivative.underlying_shares: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

SEC source: 0001104659-23-128890 · tm2333440-1_4seq1.xml · derivative · entry 7

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires 2026-05-14

F1 · security: 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.

F3 · derivative.exercise_price: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F8 · derivative.exercise_price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · derivative.exercise_price: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F2 · date: As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023.

F8 · date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · date: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F8 · reported_value: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · reported_value: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F8 · price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · price: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F3 · derivative.exercise_date: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F5 · derivative.exercise_date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F8 · derivative.exercise_date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F10 · derivative.exercise_date: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F10 · derivative.expiration_date: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

F3 · derivative.underlying_shares: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F6 · derivative.underlying_shares: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F10 · derivative.underlying_shares: As previously disclosed, under the terms of the Fifth Amendment, the Surviving Note will mature on May 14, 2026, unless earlier due and payable in full. Upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the conversion price of the Surviving Note automatically became the lesser of (i) $2.40 per share (as may be adjusted), and (ii) the greater of (a) the consolidated closing bid price of Ontrak's common stock on the trading day immediately prior to conversion and (b) $0.60 per share (as may be adjusted). Such modification is voluntarily reported in Table II above as the cancellation of the old note in exchange for the issuance of a new note reflecting the modified conversion price.

SEC source: 0001104659-23-128890 · tm2333440-1_4seq1.xml · derivative · entry 6

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 36,666,666

Underlying: Common Stock · 36,666,666 shares

Expires 2028-12-20

F1 · security: 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.

F8 · derivative.exercise_price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · derivative.exercise_price: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F2 · date: As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023.

F8 · date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · date: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F8 · shares: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · shares: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F8 · price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F8 · derivative.exercise_date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · derivative.exercise_date: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F9 · derivative.expiration_date: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F8 · derivative.underlying_shares: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F8 · balance_after: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

SEC source: 0001104659-23-128890 · tm2333440-1_4seq1.xml · derivative · entry 5

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 18,333,333

Underlying: Common Stock · 18,333,333 shares

Expires not disclosed

F1 · security: 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.

F8 · derivative.exercise_price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · derivative.exercise_price: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F2 · date: As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023.

F8 · date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · date: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F8 · shares: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · shares: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F8 · price: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F8 · derivative.exercise_date: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F9 · derivative.exercise_date: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F9 · derivative.expiration_date: Upon the effectiveness of the Stockholder Approval, pursuant to their respective terms, the Private Placement Securities automatically became exercisable. As previously disclosed, 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 purchases of the Private Placement Securities on November 14, 2023 were previously reported on the Form 4 jointly filed by the reporting persons on November 15, 2023, and are reported in Table II above to reflect the exercisability of the Private Placement Securities upon the effectiveness of the Stockholder Approval.

F8 · derivative.underlying_shares: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

F8 · balance_after: As previously disclosed, on November 14, 2023, in accordance with the Fifth Amendment, concurrently with the offering closing, Ontrak issued to Humanitario in a private placement an unregistered pre-funded warrant to purchase up to 18,333,333 Shares at an exercise price of $0.0001 per share (as may be adjusted) (the "Pre-Funded Warrant") and an unregistered warrant to purchase up to 36,666,666 Shares at an exercise price of $0.85 per share (as may be adjusted) (the "Private Placement Warrant"; collectively, 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 then 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").

SEC source: 0001104659-23-128890 · tm2333440-1_4seq1.xml · derivative · entry 4

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 27,082,186

Underlying: Common Stock · 27,082,186 shares

Expires 2028-11-14

F1 · security: 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.

F4 · derivative.exercise_price: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.exercise_price: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · derivative.exercise_price: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · derivative.exercise_price: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F2 · date: As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023.

F5 · date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F7 · date: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · shares: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · shares: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · shares: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · shares: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · price: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · price: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · price: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · price: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · derivative.exercise_date: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.exercise_date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · derivative.exercise_date: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · derivative.exercise_date: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · derivative.expiration_date: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.expiration_date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F7 · derivative.expiration_date: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · derivative.underlying_shares: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.underlying_shares: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · derivative.underlying_shares: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · derivative.underlying_shares: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F7 · balance_after: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

SEC source: 0001104659-23-128890 · tm2333440-1_4seq1.xml · derivative · entry 3

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas

Disclosed balance after: 0

Underlying: Common Stock · 18,054,791 shares

Expires 2028-11-14

F1 · security: 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.

F4 · derivative.exercise_price: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.exercise_price: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · derivative.exercise_price: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · derivative.exercise_price: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F2 · date: As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023.

F5 · date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F7 · date: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · shares: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · shares: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · shares: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · shares: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · price: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · price: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · price: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · price: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · derivative.exercise_date: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.exercise_date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · derivative.exercise_date: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · derivative.exercise_date: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · derivative.expiration_date: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.expiration_date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F7 · derivative.expiration_date: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

F4 · derivative.underlying_shares: As previously disclosed, under the Keep Well Agreement, in connection with the conversion of any Keep Well Notes into Shares, Ontrak will issue to Acuitas Capital (or its designee) 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).

F5 · derivative.underlying_shares: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · derivative.underlying_shares: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F7 · derivative.underlying_shares: Because the Offering Price was less than the initial conversion price for the Notes Conversion (as described above), upon the effectiveness of the Stockholder Approval, pursuant to the terms of the Fifth Amendment, the exercise price of the Conversion Warrant was automatically reduced to $0.60 per Share, and the number of Shares subject to the Conversion Warrant was automatically increased by 9,027,395 Shares, such that the Conversion Warrant is now exercisable for 27,082,186 Shares (collectively, the "Conversion Warrant Modifications"). The Conversion Warrant Modifications are voluntarily reported in Table II above as the cancellation of the old Conversion Warrant in exchange for the issuance of a new Conversion Warrant reflecting the Conversion Warrant Modifications.

SEC source: 0001104659-23-128890 · tm2333440-1_4seq1.xml · nonDerivative · entry 1

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario

Disclosed balance after: 27,082,186

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · security: 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.

F2 · date: As previously disclosed, pursuant to the Fifth Amendment (as defined below) to the Master Note Purchase Agreement, dated April 15, 2022, by and among Acuitas Capital LLC, an entity wholly owned by Acuitas ("Acuitas Capital"), Ontrak and the other parties thereto, as last amended by the Fifth Amendment made on October 31, 2023 (the "Fifth Amendment"), and as modified on November 9, 2023 (as amended, the "Keep Well Agreement"), Ontrak was required to seek stockholder approval (the "Stockholder Approval") in accordance with Nasdaq rules with respect to the Conversion Shares Issuance, the Conversion Warrant Modifications and the Private Placement Securities (each, as defined below), among other things. The Stockholder Approval became effective on December 20, 2023.

F5 · date: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · date: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F3 · shares: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F5 · shares: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · shares: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

F3 · price: As previously disclosed, under the Keep Well Agreement, Acuitas Capital, at its option, has the right to convert the entire principal amount of the outstanding senior secured convertible notes (the "Keep Well Notes") previously issued to Acuitas Capital by Ontrak under the Keep Well Agreement, plus all accrued and unpaid interest thereon, in whole or in part, into shares of Ontrak's common stock ("Shares"). Prior to the effectiveness of the Stockholder Approval, the conversion price was 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 conversion and (ii) $0.90 per share (as may be adjusted).

F5 · price: As previously disclosed, on November 14, 2023, Ontrak completed its public 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 previously disclosed, in accordance with the Fifth Amendment, prior to the closing of such offering, Ontrak issued 18,054,791 Shares to Humanitario Capital LLC, an entity wholly owned by Mr. Peizer ("Humanitario"), upon the conversion of the aggregate principal amount of all then outstanding Keep Well Notes, plus all accrued and unpaid interest thereon, minus $7.0 million (the "Notes Conversion"), and, in connection with the Notes Conversion, issued to Acuitas a Keep Well Warrant (the "Conversion Warrant") initially exercisable for up to 18,054,791 Shares at an exercise price of $0.90 per Share.

F6 · price: Because the Offering Price was less than the conversion price at which the Keep Well Notes were initially converted in the Notes Conversion, on December 20, 2023, in connection with the Stockholder Approval, pursuant to the terms of the Fifth Amendment, Ontrak issued to Humanitario an additional 9,027,395 Shares, such that the total number of Shares issued in respect of the Notes Conversion (giving effect to such additional Shares) equals the number of Shares that would have been issued in respect thereof had the Keep Well Notes been converted therein at a conversion price equal to the Offering Price (the "Conversion Shares Issuance").

SEC source: 0001104659-23-118825 · tm2330803-1_4seq1.xml · derivative · entry 12

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario Capital LLC

Disclosed balance after: 36,666,666

Underlying: Common Stock · 36,666,666 shares

Expires not disclosed

F1 · security: 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.

F7 · derivative.exercise_price: 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").

F8 · derivative.exercise_price: 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").

F7 · shares: 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").

F7 · price: 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").

F8 · price: 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").

F7 · derivative.exercise_date: 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").

F8 · derivative.exercise_date: 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").

F9 · derivative.exercise_date: 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.

F7 · derivative.expiration_date: 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").

F8 · derivative.expiration_date: 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").

F9 · derivative.expiration_date: 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.

F7 · derivative.underlying_shares: 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").

F8 · derivative.underlying_shares: 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").

F9 · derivative.underlying_shares: 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.

F7 · balance_after: 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").

F8 · balance_after: 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").

F9 · balance_after: 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.

SEC source: 0001104659-23-118825 · tm2330803-1_4seq1.xml · derivative · entry 11

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Humanitario Capital LLC

Disclosed balance after: 18,333,333

Underlying: Common Stock · 18,333,333 shares

Expires not disclosed

F1 · security: 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.

F7 · derivative.exercise_price: 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").

F8 · derivative.exercise_price: 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").

F7 · shares: 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").

F7 · price: 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").

F8 · price: 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").

F7 · derivative.exercise_date: 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").

F8 · derivative.exercise_date: 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").

F9 · derivative.exercise_date: 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.

F7 · derivative.expiration_date: 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").

F8 · derivative.expiration_date: 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").

F9 · derivative.expiration_date: 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.

F7 · derivative.underlying_shares: 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").

F8 · derivative.underlying_shares: 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").

F9 · derivative.underlying_shares: 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.

F7 · balance_after: 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").

F8 · balance_after: 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").

F9 · balance_after: 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.

SEC source: 0001104659-23-118825 · tm2330803-1_4seq1.xml · derivative · entry 10

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2026-05-14

F1 · security: 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.

F3 · derivative.exercise_price: 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).

F11 · derivative.exercise_price: 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).

F9 · reported_value: 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.

F11 · reported_value: 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).

F3 · price: 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).

F9 · price: 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.

F11 · price: 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).

F3 · derivative.expiration_date: 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).

F11 · derivative.expiration_date: 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).

F3 · derivative.underlying_shares: 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).

F9 · derivative.underlying_shares: 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.

F11 · derivative.underlying_shares: 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).

SEC source: 0001104659-23-118825 · tm2330803-1_4seq1.xml · derivative · entry 9

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2024-09-30

F1 · security: 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.

F3 · derivative.exercise_price: 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).

F11 · derivative.exercise_price: 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).

F9 · reported_value: 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.

F11 · reported_value: 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).

F3 · price: 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).

F9 · price: 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.

F11 · price: 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).

F3 · derivative.expiration_date: 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).

F3 · derivative.underlying_shares: 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).

F9 · derivative.underlying_shares: 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.

F11 · derivative.underlying_shares: 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).

SEC source: 0001104659-23-118825 · tm2330803-1_4seq1.xml · derivative · entry 8

PEIZER TERREN S · CIK 0000904534 · 10% owner

Acuitas Group Holdings, LLC · CIK 0001797168 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · By Acuitas Capital LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2024-09-30

F1 · security: 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.

F3 · derivative.exercise_price: 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).

F7 · derivative.exercise_price: 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").

F7 · reported_value: 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").

F7 · price: 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").

F3 · derivative.expiration_date: 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).

F3 · derivative.underlying_shares: 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).

F7 · derivative.underlying_shares: 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").