Acuitas Group Holdings, LLC → Ontrak, Inc.

Item 4 of the Statement is hereby amended and supplemented by adding the following information: "As previously disclosed, on March 28, 2024, Acuitas Capital, the Company, certain of the Company's subsidiaries and U.S. Bank Trust Company, National Association, entered into the Sixth Amendment (the "Sixth Amendment") to the Master Note Purchase Agreement, dated as of April 15, 2022, as amended by that certain First Amendment made as of August 12, 2022, that certain Second Amendment made as of November 19, 2022, that certain Third Amendment made as of December 30, 2022, that certain Fourth Amendment made as of June 23, 2023 and that certain Fifth Amendment made as of October 31, 2023 (as amended by the Sixth Amendment, the "Keep Well Agreement"). Pursuant to the terms of the Sixth Amendment, on March 28, 2025, the Company issued and sold to Acuitas Capital, and Acuitas Capital purchased from the Company, an additional Demand Note with an aggregate principal amount of $1.5 million, in the form attached as Exhibit A to the Sixth Amendment, as previously filed as Exhibit 99.28 to the Original Statement. The source of funds was working capital. Pursuant to the terms of the Sixth Amendment, in connection with the Demand Note purchased by Acuitas Capital from the Company on March 28, 2025, the Company issued to Acuitas a Demand Warrant, in the form attached as Exhibit B to the Sixth Amendment, to purchase up to an aggregate of 2,027,027 Shares, exercisable at an initial exercise price of $1.48 per share (in each case, subject to further adjustment). Also as previously disclosed, the terms of each of the Private Placement Warrant, the Demand Warrants and the New Keep Well Warrants provide for adjustments to the exercise price thereof then in effect and the number of Shares issuable upon exercise thereof upon the occurrence of certain events including, among others, a Stock Combination Event (as previously defined in the Original Statement). According to the Quarterly Report on Form 10-Q filed by the Company with the SEC on November 13, 2024 (the "Most Recent Report"), in October 2024, the Company agreed to amend the terms of certain warrants previously sold in the Company's November 2023 public offering and, as a result thereof, the exercise price of each of the Private Placement Warrant, the Demand Warrants outstanding as of such time and the New Keep Well Warrants was reduced to $2.08 per Share in accordance with their respective terms. After giving effect to the adjustment to the exercise prices thereof and the corresponding increase to the number of Shares issuable upon exercise thereof, the Private Placement Warrant, the Demand Warrants outstanding as of such time, and the New Keep Well Warrants were exercisable for a total of 14,983,974 Shares, 7,692,308 Shares and 10,934,178 Shares, respectively, The foregoing description of the terms of the Private Placement Warrant, the Demand Warrants and the New Keep Well Warrants is qualified in its entirety by reference to the full text of the Private Placement Warrant, as well as the form of Common Stock Purchase Warrant attached as Exhibit B to the Sixth Amendment upon which each Demand Warrant and New Keep Well Warrant was issued, copies of which were previously attached as Exhibits 99.26 and 99.28 to the Original Statement, respectively, and are incorporated by reference herein."