Armistice Capital/Steven Boyd Disclose 492,232 Shares (9.99%) in OTRK

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 492,232 shares of Ontrak, Inc. common stock, representing 9.99% of the class. Armistice Capital, as investment manager of Armistice Capital Master Fund Ltd., exercises shared voting and dispositive power over the reported shares; Mr. Boyd, as managing member, is also reported with shared voting and dispositive power. The filing clarifies the Master Fund holds the shares while disclaiming direct beneficial ownership due to the investment management agreement. The filing is a Schedule 13G disclosure of large passive ownership rather than an activist Schedule 13D.

Positive

• Material disclosure of ownership (492,232 shares, 9.99%) increases transparency for investors
• Clear legal relationships are provided: Armistice Capital acts as investment manager and the Master Fund is the direct holder
• Filing as Schedule 13G indicates passive intent rather than an immediate attempt to change control

Negative

• Concentrated ownership (near 10%) could influence voting outcomes if the holder becomes active
• Limited detail on acquisition timing and no statement of future intentions, leaving uncertainty about potential activist behavior

Insights

Financial Analyst

TL;DR: A near-10% stake disclosed by an investment manager signals a material shareholder with potential influence but no stated intent to change control.

The Schedule 13G reports 492,232 shares (9.99%) beneficially owned by Armistice Capital/Mr. Boyd, with shared voting and dispositive power. For investors, a disclosed sub-10% passive stake from an investment manager is material because it concentrates ownership and may affect trading liquidity and shareholder votes. The filing explicitly states the Master Fund holds the securities and disclaims direct ownership due to the management agreement, which clarifies legal relationships and reduces ambiguity about control intentions. No transaction details, purchase dates, or intentions to influence control are provided here.

Corporate Governance Expert

TL;DR: The filing is a routine but material disclosure of concentrated ownership; governance implications depend on future actions not stated here.

The Schedule 13G format indicates a passive reporting status rather than an active solicitation of control. The reporting shows shared voting and dispositive power, which is relevant for proxy outcomes if the holder engages. The document contains a joint filing statement and standard certifications but does not disclose any voting agreements, board intentions, or plans to nominate directors. Absent such details, governance impact remains conditional on any future filings or disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ONTRAK INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

4525EP101

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 4525EP101

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 428,543.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 428,543.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

428,543.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 4525EP101

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 428,543.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 428,543.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

428,543.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: ONTRAK INC
(b)	Address of issuer's principal executive offices: 333 S. E. 2ND AVENUE, SUITE 2000, MIAMI, FL, 33131
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 4525EP101
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 492,232
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 492,232
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 492,232 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many Ontrak (OTRK) shares does Armistice Capital report owning?

The filing reports 492,232 shares, representing 9.99% of Ontrak's common stock.

Who is reported as having voting power over the OTRK shares?

Armistice Capital and Steven Boyd are reported with shared voting and dispositive power over the 492,232 shares.

Is this a Schedule 13G or 13D filing for OTRK and what does that imply?

This is a Schedule 13G, which typically indicates a passive reporting position rather than an intent to change or influence control.

Does the Master Fund claim beneficial ownership of the OTRK shares?

The Master Fund is the direct holder but specifically disclaims beneficial ownership

When was this Schedule 13G signed?

The signatures on the filing are dated August 14, 2025.