Ontrak Inc SEC Filings

Ontrak, Inc. received notice from Nasdaq that it no longer meets the $1.00 minimum bid requirement because the closing bid was below $1.00 from June 25 through August 6, 2025, and Nasdaq determined to delist its common stock. Nasdaq also concluded the company is a "public shell", finding continued listing unwarranted. The Staff set a suspension date unless an appeal is requested by the prescribed deadline.

The company previously decided to cease operations and terminate all employees effective July 31, 2025. Ontrak does not plan to appeal the delisting decision and expects trading on Nasdaq to be suspended at the opening of business on August 18, 2025, after which its shares may be quoted on the OTC Markets.

Hudson Bay Capital Management LP and Sander Gerber disclose beneficial ownership of 812,637 shares of Ontrak, representing 9.99% of the company's outstanding common stock. The reported position includes 549,971 shares issuable upon exercise of warrants, and the filing states these warrants are subject to a 9.99% beneficial ownership blocker that prevents exercise if doing so would increase ownership above 9.99%. The Investment Manager may be deemed the beneficial owner of the securities held in a related fund, while Mr. Gerber disclaims beneficial ownership.

The cover page shows no sole voting or dispositive power (0 shares) and shared voting and dispositive power of 812,637 shares, indicating shared control over the reported position rather than unilateral control.

Amendment No. 34 to Schedule 13D. The filing, dated 30 June 2025, updates the ownership and financing arrangements between Ontrak, Inc. ("OTRK") and its controlling shareholder Terren S. Peizer and affiliated entities—Acuitas Group Holdings LLC, Acuitas Capital LLC and Humanitario Capital LLC (collectively, the "Reporting Persons").

Ownership concentrations. • Peizer now reports beneficial ownership of 146,642,356 shares, representing 96.9 % of the shares deemed outstanding.
• Acuitas Group Holdings: 91,592,858 shares (92.9 % of a smaller share-count base).
• Humanitario Capital: 55,049,498 shares (92.0 %).
• Acuitas Capital: 15,055,568 shares (68.0 %). The extremely high stakes stem largely from warrants and convertible notes whose exercise prices were recently reset to $0.60.

Seventh Amendment to Keep Well Agreement (27 June 2025). 1) Terminates the May 2025 commitment and replaces it with a new commitment for up to $8.45 million in principal amount of ‘‘Committed Demand Notes,’’ with optional ‘‘Uncommitted Demand Notes’’ thereafter. 2) Conversion price for these notes equals the lesser of $0.9726 or a floor formula tied to market price, but not below $0.3242. 3) Acuitas Capital waives repayment until the earlier of 1 September 2026 or 30 days after it has purchased all committed notes. 4) Each note carries 200 % warrant coverage; warrants are five-year instruments with an initial exercise price equal to the stock’s close on funding date. 5) Stockholder approval under Nasdaq rules is required before share issuance on conversion or warrant exercise.

June 2025 Agreement. Conditional on the Seventh Amendment and a concurrent public offering, the exercise prices of Keep Well Warrants (37.9 M shares), Demand Warrants (38.5 M) and a Private Placement Warrant (52.7 M) were reduced to $0.60; share counts increased proportionally to 128.35 M. The public offering closed 30 June 2025 at $0.60 per share and four warrants.

Governance & legal. Peizer was sentenced to 42 months imprisonment and three years’ supervised release on 23 June 2025; he has filed an appeal. No other reporting person has criminal or civil securities violations in the past five years.

Investor takeaways. The amendment signals near-total insider control, substantial potential dilution through reset, deeply in-the-money warrants, and reliance on shareholder approval to activate further conversions. Liquidity is temporarily supported by up to $8.45 M of additional note purchases, but legal overhang and concentration risk remain material.