SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 33)
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ONTRAK, INC. (Name of Issuer) |
COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) |
683373401 (CUSIP Number) |
Terren S. Peizer 200 Dorado Beach Drive #3831, Dorado, PR, 00646 310-444-4321 Acuitas Group Holdings, LLC 200 Dorado Beach Drive #3831, Dorado, PR, 00646 310-444-4321 Acuitas Capital LLC 200 Dorado Beach Drive #3831, Dorado, PR, 00646 310-444-4321 Humanitario Capital LLC 200 Dorado Beach Drive #3831, Dorado, PR, 00646 310-444-4321 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/20/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 683373401 |
1 |
Name of reporting person
ACUITAS GROUP HOLDINGS, LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
CALIFORNIA
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
44,839,793.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
91.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 683373401 |
1 |
Name of reporting person
ACUITAS CAPITAL LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
15,055,568.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
78.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 683373401 |
1 |
Name of reporting person
HUMANITARIO CAPITAL LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
PUERTO RICO
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
23,173,739.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
92.4 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 683373401 |
1 |
Name of reporting person
TERREN S. PEIZER | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
68,013,532.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
97.5 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
COMMON STOCK, $0.0001 PAR VALUE PER SHARE | |
(b) | Name of Issuer:
ONTRAK, INC. | |
(c) | Address of Issuer's Principal Executive Offices:
333 S. E. 2ND AVENUE, SUITE 2000, MIAMI,
FLORIDA
, 33131. | |
Item 1 Comment:
This Amendment No. 33 to Schedule 13D (this "Amendment") is being filed by Acuitas Group Holdings, LLC, a California limited liability company ("Acuitas"), Acuitas Capital LLC, a Delaware limited liability company and a wholly owned subsidiary of Acuitas ("Acuitas Capital"), Humanitario Capital LLC, a Puerto Rico limited liability company ("Humanitario"), and Terren S. Peizer ("Mr. Peizer") (collectively, the "Reporting Persons") to amend the Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 20, 2010, as amended by Amendment No. 1 to Schedule 13D filed on December 6, 2011, Amendment No. 2 to Schedule 13D filed on April 27, 2012, Amendment No. 3 to Schedule 13D filed on September 20, 2012, Amendment No. 4 to Schedule 13D filed on February 14, 2013, Amendment No. 5 to Schedule 13D filed on May 11, 2021, Amendment No. 6 to Schedule 13D filed on July 27, 2021, Amendment No. 7 to Schedule 13D filed on August 16, 2021, Amendment No. 8 to Schedule 13D filed on November 2, 2021, Amendment No. 9 to Schedule 13D filed on April 18, 2022, Amendment No. 10 to Schedule 13D filed on September 2, 2022, Amendment No. 11 to Schedule 13D filed on September 8, 2022, Amendment No. 12 to Schedule 13D filed on November 22, 2022, Amendment No. 13 to Schedule 13D filed on January 4, 2023, Amendment No. 14 to Schedule 13D filed on January 6, 2023, Amendment No. 15 to Schedule 13D filed on February 23, 2023, Amendment No. 16 to Schedule 13D filed on March 7, 2023, Amendment No. 17 to Schedule 13D filed on March 8, 2023, Amendment No. 18 to Schedule 13D filed on June 27, 2023, Amendment No. 19 to Schedule 13D filed on November 2, 2023, Amendment No. 20 to Schedule 13D filed on November 15, 2023, Amendment No. 21 to Schedule 13D filed on December 20, 2023, Amendment No. 22 to Schedule 13D filed on April 1, 2024, Amendment No. 23 to Schedule 13D filed on April 10, 2024, Amendment No. 24 to Schedule 13D filed on June 5, 2024, Amendment No. 25 to Schedule 13D filed on June 21, 2024, Amendment No. 26 to Schedule 13D filed on August 30, 2024, Amendment No. 27 to Schedule 13D filed on October 3, 2024, Amendment No. 28 to Schedule 13D filed on October 7, 2024, Amendment No. 29 to Schedule 13D filed on April 1, 2025, Amendment No. 30 to Schedule 13D filed on May 20, 2025, Amendment No. 31 to Schedule 13D filed on May 29, 2025 and Amendment No. 32 to Schedule 13D filed on June 23, 2025 (as amended and supplemented, the "Original Statement" and, as amended and supplemented by this Amendment, the "Statement"), relating to common stock, par value $0.0001 per share (the "Shares"), of Ontrak, Inc., a Delaware corporation (the "Company"). Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Original Statement. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Statement is hereby amended and supplemented by adding the following information:
"On June 20, 2025, Humanitario partially exercised the Pre-Funded Private Placement Warrant (as previously defined in the Original Statement) in respect of 500,000 Shares for an aggregate exercise price of $700.00, or $0.0014 per share. Humanitario funded the partial exercise from working capital. Following the partial exercise on June 20, 2025, a total of 799,575 Shares remains issuable under the Pre-Funded Private Placement Warrant." | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented to include the information disclosed in Item 3 above, which is incorporated by reference herein. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) and (b) of the Statement is amended and restated in its entirety as follows:
"(a) and (b)
Acuitas
All percentages of Shares outstanding contained herein with respect to Acuitas are based on 48,925,508 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the Registration Statement on Form S-1 filed with the SEC on June 17, 2025 (the "June 17 Form S-1");
(ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024;
(iii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(iv) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(v) an aggregate of 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment; and
(vi) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).
As of the date hereof, Acuitas may be deemed to have beneficial ownership of 44,839,793 Shares, consisting of:
(i) an aggregate of 132,133 Shares owned by Acuitas as of the date hereof;
(ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024;
(iii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(iv) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(v) an aggregate of 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment; and
(vi) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).
The Shares beneficially owned by Acuitas represents approximately 91.6% of the total number of Shares outstanding as of the date hereof. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 44,839,793 Shares with Mr. Peizer. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 15,055,568 Shares with Acuitas Capital and Mr. Peizer.
Acuitas Capital
All percentages of Shares outstanding contained herein with respect to Acuitas Capital are based on 19,273,416 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1;
(ii) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(iii) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); and
(iv) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).
As of the date hereof, Acuitas Capital may be deemed to have beneficial ownership of 15,055,568 Shares, consisting of:
(i) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(ii) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash); and
(iii) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).
The Shares beneficially owned by Acuitas Capital represents approximately 78.1% of the total number of Shares outstanding as of the date hereof. Acuitas Capital may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 15,055,568 Shares with Acuitas and Mr. Peizer.
Humanitario
All percentages of Shares outstanding contained herein with respect to Humanitario are based on 25,086,107 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1; and
(ii) an aggregate of 20,868,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023, representing the sum of (1) 20,068,684 Shares underlying the Private Placement Warrant and (2) 799,575 Shares underlying the Private Placement Pre-Funded Warrant.
As of the date hereof, Humanitario may be deemed to have beneficial ownership of 23,173,739 Shares, consisting of:
(i) an aggregate of 2,305,480 Shares owned by Humanitario as of the date hereof; and
(ii) an aggregate of 20,868,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023.
The Shares beneficially owned by Humanitario represents approximately 92.4% of the total number of Shares outstanding as of the date hereof. Humanitario may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 23,173,739 Shares with Mr. Peizer.
Mr. Peizer
All percentages of Shares outstanding contained herein with respect to Mr. Peizer are based on 69,793,767 Shares deemed outstanding pursuant to Rule 13d-3(d)(1), calculated as the sum of:
(i) 4,217,848 Shares issued and outstanding as of May 31, 2025, as disclosed by the Company in the June 17 Form S-1;
(ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024;
(iii) an aggregate of 20,868,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023;
(iv) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(v) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(vi) an aggregate of 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment; and
(vii) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).
As of the date hereof, Mr. Peizer may be deemed to have beneficial ownership of 68,013,532 Shares, consisting of:
(i) an aggregate of 2,437,613 Shares beneficially owned by Mr. Peizer as of the date hereof, representing the sum of (1) 132,133 Shares owned by Acuitas as of the date hereof and (2) 2,305,480 Shares owned by Humanitario as of the date hereof;
(ii) an aggregate of 14,644,619 Shares underlying the New Keep Well Warrants previously issued to Acuitas pursuant to the Sixth Amendment in June 2024;
(iii) an aggregate of 20,868,259 Shares underlying the Private Placement Securities previously issued to Humanitario in November 2023;
(iv) 1,111,112 Shares issuable to Acuitas Capital (or its designee) upon the conversion of the Surviving Note previously issued to Acuitas Capital in November 2023 (assuming (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(v) an aggregate of 6,416,672 Shares issuable to Acuitas Capital (or its designee) upon the conversion of outstanding Demand Notes purchased by Acuitas Capital (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash);
(vi) an aggregate of 15,007,473 Shares underlying the Demand Warrants issued to Acuitas in connection with the purchase of Demand Notes pursuant to the Sixth Amendment; and
(vii) an aggregate of 7,527,784 Shares underlying the Conversion Warrants issuable to Acuitas Capital (or its designee) (assuming, in each case, (1) a conversion price equal to $1.80 per share and (2) any accrued interest thereon is paid in cash).
The Shares beneficially owned by Mr. Peizer represents approximately 97.5% of the total number of Shares outstanding as of the date hereof. Mr. Peizer may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all of the 68,013,532 Shares." | |
(b) | "The Shares beneficially owned by Acuitas represents approximately 91.6% of the total number of Shares outstanding as of the date hereof. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 44,839,793 Shares with Mr. Peizer. Acuitas may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of 15,055,568 Shares with Acuitas Capital and Mr. Peizer.
The Shares beneficially owned by Acuitas Capital represents approximately 78.1% of the total number of Shares outstanding as of the date hereof. Acuitas Capital may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 15,055,568 Shares with Acuitas and Mr. Peizer.
The Shares beneficially owned by Humanitario represents approximately 92.4% of the total number of Shares outstanding as of the date hereof. Humanitario may be deemed to share the power to vote or direct the vote and dispose or direct the disposition of all of the 23,173,739 Shares with Mr. Peizer.
The Shares beneficially owned by Mr. Peizer represents approximately 97.5% of the total number of Shares outstanding as of the date hereof. Mr. Peizer may be deemed to have the sole power to vote or direct the vote and dispose or direct the disposition of all of the 68,013,532 Shares." | |
(c) | Item 5(c) of the Statement is hereby supplemented with the following:
"Except as set forth in this Amendment, the Reporting Persons had no transactions in the securities of the Company since the most recent filing on Schedule 13D." |
SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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