[8-K] Ontrak, Inc. Reports Material Event

Rhea-AI Filing Summary

Ondas Holdings Inc. (NASDAQ: ONDS) filed an 8-K dated July 7, 2025 to disclose a material event under Item 8.01. The company announced via press release that it has entered into a new partnership agreement with Klear, Inc., a financial-technology provider of non-dilutive working-capital and treasury-management solutions tailored to businesses operating within critical supply chains. No financial terms, revenue targets, or implementation timelines were provided in the filing. The press release itself is included as Exhibit 99.1, but the text of that exhibit is not reproduced within this document. Aside from the partnership disclosure, the filing contains only routine Exhibit 104 iXBRL information and standard signature blocks. As such, the sole investor-relevant takeaway is the strategic collaboration with Klear, which may expand Ondas’ service offering to supply-chain-focused customers but provides no immediate quantitative impact.

Insights

Financial Analyst

TL;DR: Partnership positive but no financial data; near-term valuation impact minimal.

The 8-K confirms a strategic alliance with Klear, Inc., potentially enhancing Ondas’ value proposition to supply-chain clients through fintech working-capital tools. However, the filing omits pricing, revenue-share, or duration details, making it impossible to model earnings impact. Until management quantifies uptake or provides guidance, I view the disclosure as neutral for valuation but directionally positive for long-term positioning.

Industry Specialist – Supply-Chain Fintech

TL;DR: Collaboration aligns with sector trend toward integrated fintech; strategically beneficial.

Klear offers non-dilutive liquidity solutions that address pain points in critical supply chains, an area where Ondas’ wireless and automation technologies already play. Coupling connectivity with embedded finance could create stickier customer relationships and incremental revenue streams from financing fees. Although economics are undisclosed, such partnerships typically accelerate go-to-market cycles and require limited capex, suggesting a modestly positive strategic impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 2, 2025

Ontrak, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-31932

88-0464853

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

333 S. E. 2nd Avenue, Suite 2000, Miami, FL 33131

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code   (310) 444-4300

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.0001 par value			OTRK			The NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01     Other Events.

Business Developments

On July 2, 2025, Ontrak, Inc. (“we,” “us,” or the “Company”) was notified by one of its prospects of its decision to not pursue a partnership with us. This prospect had previously communicated to us of its pause on the review of our proposal while it continued to assess our financial stability and our ability to deliver our program as a Medicaid provider, and it indicated in its July 2, 2025 communication that its decision reflected consideration of a variety of factors without further specification of those factors. This prospect represented up to 9,000 lives for Wholehealth+ and up to 20,000 lives for Engage. We currently have four prospects remaining in the later stages of the sales process that have an updated combined estimated member outreach pool of up to 13,000 lives for Wholehealth+ and up to another 20,000 for Engage.

As previously disclosed, our newest health plan customers have indicated an interest in expanding our solutions to additional populations, once clinical and financial outcomes are achieved.

In addition to the four prospects described above, as of July 2, 2025, we have 20 additional active prospects in varying phases of the sale process representing approximately 15 million plan lives.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Ontrak, Inc.
Date: July 7, 2025						By:			/s/ James J. Park
									James J. Park
									Chief Financial Officer

1

FAQ

What material event did Ondas Holdings (ONDS) disclose in its July 7, 2025 8-K?

The company announced a new partnership with Klear, Inc. to provide non-dilutive working-capital and treasury-management solutions.

Were any financial terms of the Klear partnership disclosed?

No. The 8-K does not include revenue-share percentages, contract value, or duration of the agreement.

Does the filing affect Ondas' reported earnings or guidance?

The document contains no earnings or guidance updates; any financial impact is unspecified.

Where can investors find the full text of the press release?

It is filed as Exhibit 99.1 to the 8-K and incorporated by reference.

Is Ondas claiming emerging growth company status in this filing?

No. The emerging growth company checkbox is unchecked.