Hudson Bay reports 9.99% stake in Ontrak (OTRK) — 812,637 shares

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.

Rhea-AI Filing Summary

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.

Positive

• Transparent disclosure of a near-10% beneficial position (812,637 shares), aiding investor visibility into major holders
• Clear statement that warrants (549,971 shares) are subject to a 9.99% blocker, limiting unintended ownership increases

Negative

• No sole voting or dispositive power reported, meaning the reporting persons lack unilateral control over the shares
• 9.99% blocker restricts exercise of warrants and limits the reporting persons' ability to grow the position beyond the disclosed level

Insights

Financial Analyst

TL;DR: Hudson Bay and Sander Gerber report a near-10% position in Ontrak (812,637 shares), including warrant shares limited by a 9.99% blocker.

The Schedule 13G discloses a meaningful minority position equal to 9.99% of outstanding common stock, calculated on a 7,584,537-share base. The position includes 549,971 warrant shares, but those warrants cannot be exercised beyond the stated 9.99% blocker, which caps potential immediate dilution or ownership increase. Reported holdings show shared voting and dispositive power and no sole voting or dispositive power, which limits unilateral influence on corporate actions. This is a routine beneficial-ownership disclosure with neutral market impact absent further transactions.

Corporate Governance Expert

TL;DR: The filing documents shared control and a contractual blocker preventing ownership above 9.99%, reducing potential for abrupt governance influence.

The statement clarifies that the Investment Manager may be deemed beneficial owner of fund-held securities while the individual reporting person disclaims ownership, a common structure for investment-manager filings. The presence of a 9.99% blocker is material to governance because it constrains the reporting persons from increasing their stake past the near-10% threshold, and the filing shows no sole voting or dispositive authority, indicating any governance influence would be collaborative or subject to other holders' agreement. On its face this is a compliance-focused disclosure rather than an immediate threat to control.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake does Hudson Bay report in Ontrak (OTRK)?

The filing reports beneficial ownership of 812,637 shares, equal to 9.99% of Ontrak's outstanding common stock.

Does the reported position include warrants for OTRK?

Yes. The reported total includes 549,971 shares issuable upon exercise of warrants, subject to a 9.99% exercise blocker.

Can Hudson Bay or Sander Gerber exercise the warrants to exceed 9.99% ownership in OTRK?

No. The filing states the warrants are subject to a 9.99% beneficial ownership blocker that prevents exercise if it would increase ownership above 9.99%.

Does the filing show sole voting or disposal power for the reported OTRK shares?

No. The cover information shows 0 shares of sole voting power and sole dispositive power; the reporting persons have shared voting and dispositive power over 812,637 shares.

Who is the investment manager and who disclaims ownership in the filing for OTRK?

The filing is by Hudson Bay Capital Management LP (the Investment Manager) and Sander Gerber. The Investment Manager may be deemed beneficial owner of fund-held securities; Mr. Gerber disclaims beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/08/2025 - 03:55 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ontrak, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

683373401

(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. 683373401

1

Names of Reporting Persons

Hudson Bay Capital Management LP

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 812,637.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 812,637.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

812,637.00

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, PN

Comment for Type of Reporting Person: Includes 549,971 shares of Common Stock issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.

SCHEDULE 13G

CUSIP No. 683373401

1

Names of Reporting Persons

Sander Gerber

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 812,637.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 812,637.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

812,637.00

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

Comment for Type of Reporting Person: Includes 549,971 shares of Common Stock issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker.

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: This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 683373401
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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 7,584,537 shares of common stock, $0.0001 par value (the "Common Stock") of Ontrak, Inc. (the "Company") outstanding as of June 30, 2025, which is the sum of (i) the 7,084,537 shares of Common Stock after giving effect to the completion of the offering described therein, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on June 30, 2025 and the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025 and (ii) the 500,000 shares of Common Stock issued by the Company upon exercise of certain warrants on June 20, 2024, as reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2025, and assumes the exercise of the warrants held by Hudson Bay Master Fund Ltd. (the "Securities"), subject to the 9.99% Blocker (as defined below). Pursuant to the terms of the Securities, the Reporting Persons cannot exercise such Securities if the Reporting Persons would beneficially own, after such exercise, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker"). The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the 9.99% Blocker. The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock and shares of Common Stock issuable upon exercise of the Securities, subject to the 9.99% Blocker, held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(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: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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. See Item 4(a).
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.

Hudson Bay Capital Management LP

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Authorized Signatory
Date:	08/08/2025

Sander Gerber

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Individually
Date:	08/08/2025

Exhibit Information

EXHIBIT 99.1 JOINT ACQUISITION 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 8, 2025 HUDSON BAY CAPITAL MANAGEMENT LP By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER