[SCHEDULE 13G] Ontrak, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13G filing for Ontrak, Inc. (OTRK) details the passive ownership of several related investment entities controlled by Michael Bigger.

Positions as of 27 June 2025

• Bigger Capital Fund LP and District 2 Capital Fund LP each owned 325,000 common shares, representing 4.59 % of the 7,084,537 shares outstanding.
• Because he controls both funds’ general partners, Michael Bigger may be deemed to own 650,000 shares, or 9.17 % of the class.

Additional securities not included in the percentages

• 716,667 pre-funded warrants per fund, subject to a 9.99 % ownership cap.
• 4,166,668 common warrants per fund; exercise requires shareholder approval and is capped at 4.99 % ownership.

Post-event update (7 July 2025)

• Each fund reduced its common-stock position to roughly 123,000 shares.
• Given the 4.99 %/9.99 % caps and pending shareholder approval on the warrants, no reporting person now owns at least 5 % of Ontrak’s common stock.

The group filed under Rule 13d-1(c) and certifies the holdings were not acquired to influence control of the issuer.

Positive

• None.

Negative

• Potential dilution: The funds collectively hold warrants for up to 8.3 million shares, which could expand the share count once the 4.99 %/9.99 % caps and shareholder approvals are satisfied.
• Reduced support from major holder: Sale of common shares lowered each fund’s stake below 5 %, potentially signaling diminished long-term commitment.

Insights

Financial Analyst

TL;DR: Ownership slips below 5 %; large warrant position could dilute share count if exercised.

The filing confirms that Bigger-affiliated funds once held 650 k shares (9.17 %) but have since sold down to ~123 k shares each, falling below the 5 % 13G threshold. While this removes a potential block position, the funds still possess warrants for up to 8.3 m shares in total (subject to caps and approvals). If fully exercised, those warrants would materially expand Ontrak’s float; however, contractual limits and shareholder approval requirements reduce near-term execution risk. The passive 13G classification suggests no activist intent. Net impact is neutral today but highlights a sizeable latent dilution overhang investors should monitor.

Corporate Governance Expert

TL;DR: Filing signals passive intent and confirms the holders no longer constitute a 5 % control group.

By filing under Rule 13d-1(c) the reporting persons explicitly certify non-control intentions. The joint filing agreement clarifies that the entities act together only for reporting purposes. Their reduction below the 5 % threshold removes certain disclosure obligations and lessens potential influence over shareholder votes. Governance impact is therefore limited. The sizable warrant position remains outside current voting power because of strict 4.99 % / 9.99 % caps and the need for shareholder approval. Overall, this is a routine compliance document with low immediate governance implications.

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)

06/27/2025

(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

BIGGER CAPITAL FUND L P

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 325,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 325,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

325,000.00

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)

4.59 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 683373401

1

Names of Reporting Persons

Bigger Capital Fund GP, 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 325,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 325,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

325,000.00

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)

4.59 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 683373401

1

Names of Reporting Persons

District 2 Capital Fund 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 325,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 325,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

325,000.00

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)

4.59 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 683373401

1

Names of Reporting Persons

District 2 Capital 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 325,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 325,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

325,000.00

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)

4.59 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 683373401

1

Names of Reporting Persons

District 2 GP 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 325,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 325,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

325,000.00

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)

4.59 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 683373401

1

Names of Reporting Persons

District 2 Holdings 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 325,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 325,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

325,000.00

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)

4.59 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 683373401

1

Names of Reporting Persons

Bigger Michael

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 650,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 650,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

650,000.00

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)

9.17 %

12

Type of Reporting Person (See Instructions)

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: Bigger Capital Fund, LP ("Bigger Capital") Bigger Capital Fund GP, LLC ("Bigger GP") District 2 Capital Fund LP ("District 2 CF") District 2 Capital LP ("District 2") District 2 GP LLC ("District 2 GP") District 2 Holdings LLC ("District 2 Holdings") Michael Bigger Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	Address or principal business office or, if none, residence: Bigger Capital Fund, LP 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Bigger Capital Fund GP, LLC 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 District 2 Capital Fund LP 175 W. Carver Street Huntington, NY 11743 District 2 Capital LP 175 W. Carver Street Huntington, NY 11743 District 2 GP LLC 175 W. Carver Street Huntington, NY 11743 District 2 Holdings LLC 175 W. Carver Street Huntington, NY 11743 Michael Bigger 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135
(c)	Citizenship: Bigger Capital Fund, LP Delaware Bigger Capital Fund GP, LLC Delaware District 2 Capital Fund LP Delaware District 2 Capital LP Delaware District 2 GP LLC Delaware District 2 Holdings LLC Delaware Michael Bigger USA
(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: As of June 27, 2025, Bigger Capital beneficially owned 325,000 shares of Common Stock. The amount does not include: (i) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation, and (ii) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation. Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein. As of June 27, 2025, District 2 CF beneficially owned 325,000 shares of Common Stock. The amount does not include: (i) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation, and (ii) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation. District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF. District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF. District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the: (i) 325,000 shares of Common Stock beneficially owned by Bigger Capital, and (ii) 325,000 shares of Common Stock beneficially owned by District 2 CF. Does not include: (a) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, (b) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by Bigger Capital, (c) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF, and (d) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by District 2 CF. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
(b)	Percent of class: The following percentages are based on 7,084,537 shares of Common Stock outstanding immediately after the offering (assuming no exercise of the Pre-Funded Warrants nor exercise of the Warrants), based upon the Issuer's Prospectus filed under Rule 424(b)(5) with the Securities and Exchange Commission on June 30, 2025. As of June 27, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 4.58% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own 4.59% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.17% of the outstanding shares of Common Stock. Does not include: (a) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, (b) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by Bigger Capital, (c) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF, and (d) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by District 2 CF. Regarding Item5 below, after June 27, 2025, each of Bigger Capital and District 2 CF sold Common Stock, including all the Common Stock issuable upon the exercise of the Pre-Funded Warrants that they held. Accordingly, as of July 7, 2025, Bigger Capital holds 123,098 shares of Common Stock and Warrants to purchase 4,166,668 shares of Common Stock and District 2 CF holds 123,008 shares of Common Stock and Warrants to purchase 4,166,668 shares of Common Stock. Mr. Bigger, as of July 7, 2025 may be deemed to beneficially own the Common Stock and Warrants held by Bigger Capital and District 2 CF. As the exercise of the Warrants may not occur until after shareholder approval is obtained and are also subject to a 4.99% beneficial ownership limitation, as of the close of business on July 7, 2025, none of Bigger Capital, District 2 CF, Mr. Bigger or collectively with their affiliated entities, are the owners of at least 5.00% of the Issuer's Common Stock.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 99.1.
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 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.

BIGGER CAPITAL FUND L P

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date:	07/07/2025

Bigger Capital Fund GP, LLC

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/07/2025

District 2 Capital Fund LP

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member of District 2 GP LLC, its general partner
Date:	07/07/2025

District 2 Capital LP

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/07/2025

District 2 GP LLC

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/07/2025

District 2 Holdings LLC

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger, Managing Member
Date:	07/07/2025

Bigger Michael

Signature:	/s/ Michael Bigger
Name/Title:	Michael Bigger
Date:	07/07/2025

Exhibit Information

99.1 - Joint Filing Agreement

FAQ

How many Ontrak (OTRK) shares does Bigger Capital Fund LP currently own?

As of 7 Jul 2025, Bigger Capital Fund LP holds approximately 123,098 common shares.

What percentage of OTRK does Michael Bigger control?

As of 27 Jun 2025 he could be deemed to control 9.17 %; after subsequent sales he is below the 5 % threshold.

How many warrants do the funds hold and what are the limits?

Each fund owns 716,667 pre-funded warrants (9.99 % cap) and 4,166,668 common warrants (4.99 % cap and shareholder approval required).

Is the reporting group seeking control of Ontrak?

No. They filed under Rule 13d-1(c) and certified the holdings were not acquired to influence control.

Why did the funds file Schedule 13G instead of 13D?

Because their investment is passive; Schedule 13G is appropriate when investors are below 20 % and have no intent to influence control.