SCHEDULE 13D/A: Major Shareholder Terren S. Peizer and Affiliates Consolidate Dominant Stake in Ontrak, Inc. with Over 97% Beneficial Ownership

Terren S. Peizer and his affiliated entities, Acuitas Group Holdings, Acuitas Capital, and Humanitario Capital, have further solidified their controlling interest in Ontrak, Inc., now beneficially owning up to 97.5% of the company's common stock.

Summary

• Terren S. Peizer is deemed to have beneficial ownership of 68,013,532 shares, representing approximately 97.5% of Ontrak, Inc.'s total shares outstanding, based on 69,793,767 shares deemed outstanding.
• Acuitas Group Holdings, LLC beneficially owns 44,839,793 shares, equating to approximately 91.6% of its respective deemed outstanding shares (48,925,508).
• Humanitario Capital LLC beneficially owns 23,173,739 shares, representing approximately 92.4% of its respective deemed outstanding shares (25,086,107).
• Acuitas Capital LLC beneficially owns 15,055,568 shares, representing approximately 78.1% of its respective deemed outstanding shares (19,273,416).
• On June 20, 2025, Humanitario Capital partially exercised a Pre-Funded Private Placement Warrant for 500,000 shares at an aggregate exercise price of $700.00, or $0.0014 per share.
• Following the partial exercise, 799,575 shares remain issuable under the Pre-Funded Private Placement Warrant.
• The beneficial ownership includes shares currently owned, shares underlying New Keep Well Warrants, shares issuable upon conversion of Surviving Notes and Demand Notes (at an assumed conversion price of $1.80 per share), and shares underlying Demand Warrants and Conversion Warrants.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and a minor transaction, indicating a neutral sentiment. It primarily updates the public record on a controlling stake.

Future Outlook

NA

Industry Context

This filing is a routine amendment to a Schedule 13D, reflecting changes in beneficial ownership by a significant shareholder and related entities. It does not provide broader industry context or trends, but rather details the consolidation of control within a single company.

Related Party Transactions

• The entire filing details the beneficial ownership and transactions between Ontrak, Inc. and Terren S. Peizer, along with entities he controls (Acuitas Group Holdings, Acuitas Capital, Humanitario Capital). These are considered related party transactions due to Mr. Peizer's significant influence and control over these entities and his substantial beneficial ownership in Ontrak, Inc.

Stakeholder Impact

• Shareholders: The extremely high concentration of beneficial ownership (up to 97.5% by Mr. Peizer and his affiliates) means that minority shareholders have very limited influence over the company's strategic direction and governance.
• Company (Ontrak, Inc.): The company's financial structure and ongoing operations appear heavily reliant on the financing provided by Mr. Peizer's entities through various notes and warrants, indicating a consolidated control structure.

Key Dates

Keywords

Ontrak Inc., Terren S. Peizer, Acuitas Group Holdings, Acuitas Capital, Humanitario Capital, Beneficial Ownership, Schedule 13D, Common Stock, Warrants, Notes, Private Placement, SEC Filing