Item 1.01 Entry into a Material Definitive Agreement.
On
As previously reported, pursuant to the Keep Well Agreement, subject to
stockholder approval, (1) Acuitas, at its option, will have the right to convert
the entire outstanding principal amount of the senior secured notes issued by
the Company to Acuitas, or an entity affiliated with it, under the Keep Well
Agreement (the "Keep Well Notes"), plus all accrued and unpaid interest thereon,
in whole or in part, into shares of the Company's common stock at a conversion
price equal to the lesser of (a)
Also as previously reported, pursuant to the Keep Well Agreement, subject to
stockholder approval, the warrant coverage on future borrowings under the Keep
Well Agreement will be equal to (a) 100% of the amount borrowed under the Keep
Well Agreement divided by (b)
Also as previously reported, (a) under no circumstances will the Company issue any shares upon exercise of any warrant issued under the Keep Well Agreement or upon conversion of any Keep Well Note to the extent that, after giving effect to the issuance of any such shares, Acuitas (together with its affiliates) would beneficially own shares of the Company's common stock representing more than 90% of the total number of shares of the Company's common stock outstanding as of the time of such issuance (the "Issuance Cap"), and (b) in the event of a Fundamental Transaction (as defined in the Keep Well Agreement), regardless of the actual number of securities of the Company beneficially owned by Acuitas and its affiliates at the effective time thereof, Acuitas shall not be entitled to receive any consideration pursuant to such Fundamental Transaction in respect of any shares underlying any of the warrants issued under the Keep Well Agreement or any shares issuable upon conversion of any Keep Well Note that would represent shares in excess of the Issuance Cap if beneficially owned by Acuitas and/or its affiliates immediately prior to such effective time, and all warrants and Keep Well Notes owned or beneficially owned by Acuitas and/or its affiliates at the effective time of such Fundamental Transaction, solely to the extent that, if exercised or converted, such warrants and Keep Well Notes would result in the issuance of such excess shares, will be cancelled and forfeited without consideration therefor, effective as of such effective time; provided, however, that the foregoing shall not affect the Company's obligation to pay all amounts owed under such Keep Well Notes in connection with such Fundamental Transaction.
The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to a copy thereof and its exhibits, which are filed as exhibits to this report.
1
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Note issuable under Third Amendment to Master Note Purchase Agreement, dated as of December 30, 2022 , by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent. 4.2 Form of Purchase Warrant for Common Shares issuable under Third Amendment to Master Note Purchase Agreement, dated as of December 30, 2022 , by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent. 10.1 Third Amendment to Master Note Purchase Agreement, dated as of December 30, 2022 , by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
© Edgar Online, source