OTRK / Ontrak, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Ontrak, Inc.
US ˙ OTCPK
SIMBOL INI TIDAK AKTIF LAGI

Statistik Asas
LEI 549300OQ36UO20X0DB40
CIK 1136174
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ontrak, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
August 28, 2025 8-K

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): August 28, 2025 Ontrak, Inc. (Exa

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): August 28, 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 Numbe

August 18, 2025 NT 10-Q

SEC FILE NUMBER

SEC FILE NUMBER 001-31932 CUSIP NUMBER 683373401 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 13, 2025 8-K

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): August 7, 2025 Ontrak, Inc. (Exac

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): August 7, 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

July 31, 2025 8-K

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 29, 2025 Ontrak, Inc. (Exact

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 29, 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)

July 7, 2025 8-K

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

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)

July 3, 2025 EX-4.1

PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC.

EXHIBIT 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: [] Issuance Date: June 30, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (

July 3, 2025 EX-10.1

PLACEMENT AGENCY AGREEMENT June 27, 2025

EXHIBIT 10.1 PLACEMENT AGENCY AGREEMENT June 27, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Ontrak, Inc., a Delaware corporation (the “Company”), hereby agrees to sell (a) up to an aggregate of $4,000,001.00 of registered securities of the Company, inclu

July 3, 2025 EX-4.2

COMMON STOCK PURCHASE WARRANT ONTRAK, INC.

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: [] Issue Date: June 30, 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder Approval is

July 3, 2025 EX-10.2

SECURITIES PURCHASE AGREEMENT

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 27, 2025, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

July 3, 2025 EX-10.3

LOCK-UP AGREEMENT

EXHIBIT 10.3 LOCK-UP AGREEMENT [], 2025 Roth Capital Partners, LLC, as placement agent in the Offering (as defined below) Re: Offering (as defined below) by Ontrak, Inc. (the “Company”) Ladies and Gentlemen: The undersigned irrevocably agrees with the Company that, from the date hereof until 6 months following the closing of the Company’s offering of registered securities pursuant to an effective

July 3, 2025 EX-99.1

ONTRAK, INC. ANNOUNCES PRICING OF $4 MILLION PUBLIC OFFERING

Exhibit 99.1 ONTRAK, INC. ANNOUNCES PRICING OF $4 MILLION PUBLIC OFFERING Miami, FL - June 27, 2025 — Ontrak, Inc. (NASDAQ: OTRK) (“Ontrak” or the “Company”), a leading value-based behavioral healthcare company powered by proprietary AI and engagement technology, today announced the pricing of a public offering of 6,666,667 shares of its common stock (or pre-funded warrants in lieu thereof) and 26

July 3, 2025 8-K

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): June 27, 2025 Ontrak, Inc. (Exact

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): June 27, 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)

June 30, 2025 424B5

2,366,665 Shares of Common Stock 4,300,002 Pre-Funded Warrants to Purchase 4,300,002 Shares of Common Stock 26,666,668 Warrants to Purchase 26,666,668 Shares of Common Stock Up to 30,966,670 Shares of Common Stock underlying the Pre-Funded Warrants a

Filed pursuant to Rule 424(b)(5) Registration No. 333-288099 2,366,665 Shares of Common Stock 4,300,002 Pre-Funded Warrants to Purchase 4,300,002 Shares of Common Stock 26,666,668 Warrants to Purchase 26,666,668 Shares of Common Stock Up to 30,966,670 Shares of Common Stock underlying the Pre-Funded Warrants and the Warrants Ontrak, Inc. This is a reasonable best efforts public offering of 2,366,6

June 30, 2025 EX-10.3

R E C I T A L S

EXHIBIT 10.3 AGREEMENT THIS AGREEMENT (this “Agreement”) is entered into effective as of June 27, 2025, by each of Humanitario Capital LLC, a Puerto Rico limited liability company (“Humanitario”) and Acuitas Capital LLC, a Delaware limited liability company (“Acuitas”), in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meani

June 30, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): June 27, 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)

June 30, 2025 EX-10.1

SEVENTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT

EXHIBIT 10.1 SEVENTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This SEVENTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of June 27, 2025 (the “Seventh Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Pur

June 30, 2025 EX-10.2

R E C I T A L S

EXHIBIT 10.2 AGREEMENT THIS AGREEMENT (this “Agreement”) is dated as of June 27, 2025, by the party set forth on the signature page hereto (the “Purchaser”) in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Public Offering Warrants (as defined below). R E C I T A L S A. Pursuant to the

June 20, 2025 EX-4.9

Form of Pre-Funded Warrant.

EXHIBIT 4.9 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: [] Issuance Date: [], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “

June 20, 2025 EX-10.17

Form of Placement Agency Agreement between Ontrak, Inc. and Roth Capital Partners, LLC.

EXHIBIT 10.17 PLACEMENT AGENCY AGREEMENT [], 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Ontrak, Inc., a Delaware corporation (the “Company”), hereby agrees to sell (a) up to an aggregate of $[] of registered securities of the Company, including, but not

June 20, 2025 EX-4.10

Form of Common Stock Purchase Warrant.

EXHIBIT 4.10 COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: [] Issue Date: [], 2025 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder Approval is obta

June 20, 2025 EX-10.16

Form of Securities Purchase Agreement.

EXHIBIT 10.16 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2025, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in t

June 20, 2025 S-1/A

As filed with the Securities and Exchange Commission on June 20, 2025

As filed with the Securities and Exchange Commission on June 20, 2025 Registration Statement No.

June 17, 2025 S-1

As filed with the Securities and Exchange Commission on June 16, 2025

As filed with the Securities and Exchange Commission on June 16, 2025 Registration Statement No.

June 17, 2025 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ONTRAK, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, $

May 20, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 19, 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)

May 20, 2025 EX-10.1

Agreement, dated May 19, 2025, made by and between Ontrak, Inc. and Acuitas Capital LLC (incorporated herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on May 20, 2025).

EXHIBIT 10.1 May 19, 2025 Acuitas Capital, LLC 200 Dorado Beach Drive #3831 Dorado, Puerto Rico 00646 Attention: Terren S. Peizer Mr. Peizer: This letter agreement (this “Agreement”) relates to that certain Master Note Purchase Agreement, dated as of April 15, 2022, among Ontrak, Inc., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, Acuitas Capital LL

May 20, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 20, 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)

May 20, 2025 EX-99.1

Ontrak Health Announces 2025 First Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Health Announces 2025 First Quarter Financial Results •Q1 Revenue of $2.0 million, down 25% year over year •Q1 Operating loss of $(5.9) million, a 37% increase year over year •Q1 Adjusted EBITDA of $(4.3) million, a 28% decline year over year •Company announces securing a $10.0 million financing commitment from Acuitas Capital LLC •Company ann

May 20, 2025 EX-10.2

Form of Senior Secured Non-Convertible Demand Note (incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on May 20, 2025).

EXHIBIT 10.2 THIS SENIOR SECURED NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS SECURITY, ACKNOWLEDGES THAT THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE S

May 20, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 [ ] TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-31932

May 16, 2025 NT 10-Q

CUSIP NUMBER

SEC FILE NUMBER 001-31932 CUSIP NUMBER 683373401 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 2, 2025 DRS

As confidentially submitted to the Securities and Exchange Commission on May 1, 2025. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confident

As confidentially submitted to the Securities and Exchange Commission on May 1, 2025.

April 14, 2025 8-K

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): April 14, 2025 Ontrak, Inc. (Exac

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): April 14, 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

April 14, 2025 EX-99.1

Ontrak Health Announces 2024 Fourth Quarter and Year End Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Health Announces 2024 Fourth Quarter and Year End Financial Results •Q4 revenue of $3.1 million, down 11% year over year; and full year revenue of $10.8 million, down 15% year over year •Q4 operating loss of $(4.4) million, a 16% decrease year over year; full year operating loss of $(17.8) million, a decrease of 16% year over year •Q4 Adjusted

April 14, 2025 EX-10.8(N)

Agreement, dated as of April 8, 2025, made by and among Ontrak, Inc., Acuitas Capital LLC and Terren S. Peizer (incorporated herein by reference to Exhibit 10.8(n) to the Company's Annual Report on Form 10-K, filed with the SEC on April 14, 2025).

EXHIBIT 10.8(n) AGREEMENT This agreement is entered into as of April 8, 2025 (this “Agreement”), between Ontrak, Inc., a Delaware corporation (the “Company”), on the one hand, and Acuitas Capital, LLC (“Acuitas Capital”) and Terren S. Peizer (“Peizer” and together with Acuitas Capital and its other affiliates, the “Peizer Parties”), on the other hand. Reference is made to that certain Master Note

April 14, 2025 EX-19

Insider Trading Policy.

EXHIBIT 19 ONTRAK, INC. INSIDER TRADING POLICY BACKGROUND/PURPOSE In order to: •Take an active role in the prevention of insider trading violations by directors, officers, and other employees of Ontrak, Inc. and its subsidiaries (collectively, “Ontrak” or the “Company”), • as well as by other related individuals, and •protect the Company from appearances of impropriety, external scrutiny, reputati

April 14, 2025 EX-21.1

Subsidiaries of the Company (incorporated herein by reference to Exhibit 21.1 to the Company's Form 10-K filed with the SEC on April 14, 2025).

EXHIBIT 21.1 ONTRAK, INC. Subsidiaries as of December 31, 2024 Name Jurisdiction of Incorporation LD Acquisition Holdings, Inc. Delaware LifeDojo Inc. Delaware

April 14, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-319

April 1, 2025 NT 10-K

CUSIP NUMBER

SEC FILE NUMBER 001-31932 CUSIP NUMBER 683373401 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 8, 2025 8-K

Other Events

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): January 8, 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 Numbe

November 14, 2024 SC 13G/A

OTRK / Ontrak, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-otrk093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 683373401 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate b

November 13, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Num

November 13, 2024 EX-99.1

Ontrak Health Announces 2024 Third Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Health Announces 2024 Third Quarter Financial Results •Q3 Revenue of $2.6 million, down 31%% year over year •Q3 Operating loss of $(5.1) million, a 26% increase year over year •Q3 Adjusted EBITDA of $(3.3) million, a 24% decline year over year •Company announces expansion of behavioral health solutions with Sentara Health for Commercial and Ma

November 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 [ ] TRANSITION REPORT PURS

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3

November 6, 2024 8-K

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): November 2, 2024 Ontrak, Inc. (Ex

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): November 2, 2024 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numb

October 29, 2024 424B5

EXPLANATORY NOTE

EXPLANATORY NOTE This prospectus forms a part of a registration statement on Form S-1, which registration statement also constitutes Post-Effective Amendment No.

October 25, 2024 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 October 25, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Nicholas O’Leary Re: Ontrak, Inc. Registration Statement on Form S-1 Filed October 18, 2024 File No. 333-282722 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations un

October 18, 2024 S-1

As filed with the U.S. Securities and Exchange Commission on October 18, 2024.

As filed with the U.S. Securities and Exchange Commission on October 18, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of incorporation or organizati

October 18, 2024 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ONTRAK, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carryforward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity

October 15, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): October 8, 2024 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numbe

October 15, 2024 EX-10.1

Form of Warrant Amendment, dated October 8, 2024 (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on October 15, 2024).

EXHIBIT 10.1 WARRANT AMENDMENT THIS WARRANT AMENDMENT (this “Amendment”) is dated as of October 8, 2024, by the party set forth on the signature page hereto (“Purchaser”) and Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Public Offering Warrants (as defined below). R E C I T A L S A. Pursuant t

October 8, 2024 8-K

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): October 2, 2024 Ontrak, Inc. (Exa

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): October 2, 2024 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numbe

October 7, 2024 SC 13D/A

OTRK / Ontrak, Inc. / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 28)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capital LLC Humanitario Capital LLC 200 Dorado

October 3, 2024 SC 13D/A

OTRK / Ontrak, Inc. / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 27)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capital LLC Humanitario Capital LLC 200 Dorado

September 19, 2024 EX-99.1

Ontrak, Inc. Announces Reverse Stock Split Shares Expected to Begin Trading on Split-Adjusted Basis on September 23, 2024

EXHIBIT 99.1 Ontrak, Inc. Announces Reverse Stock Split Shares Expected to Begin Trading on Split-Adjusted Basis on September 23, 2024 Ontrak, Inc. (NASDAQ: OTRK), a leading AI-powered and technology-enabled behavioral healthcare company, today announced that it will implement a 1-for-15 reverse split of the issued shares of its common stock, effective at 12:01 a.m. Eastern Time on September 23, 2

September 19, 2024 8-K

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): September 17, 2024 Ontrak, Inc. (

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): September 17, 2024 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Nu

September 19, 2024 EX-3.1

Certificate of Amendment of Certificate of Incorporation dated September 17, 2024 (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed with the SEC on September 19, 2024).

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONTRAK, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Ontrak, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: This Certificate of Amendment (t

September 13, 2024 EX-99.2

Form of stock option agreement for grants to non-executive officer employees under the Ontrak, Inc, 2017 Amended and Restated Stock Incentive Plan.

EXHIBIT 99.2 ONTRAK, INC. Stock Option Grant Notice Stock Option Grant under the Company’s Amended and Restated 2017 Stock Incentive Plan 1. Name and Address of Participant1: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Schedule: This Option shall become exe

September 13, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 10, 2024 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Nu

September 13, 2024 EX-10.2

Form of stock option agreement for grants to non-executive officer employees under the 2017 Amended and Restated Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on September 13, 2024).

EXHIBIT 10.2 ONTRAK, INC. Stock Option Grant Notice Stock Option Grant under the Company’s Amended and Restated 2017 Stock Incentive Plan 1. Name and Address of Participant1: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Schedule: This Option shall become exe

September 13, 2024 S-8

As filed with the Securities and Exchange Commission on September 13, 2024

As filed with the Securities and Exchange Commission on September 13, 2024 Registration Statement No.

September 13, 2024 EX-10.4

Form of stock option agreement for grants to non-employee directors under the 2017 Amended and Restated Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the SEC on September 13, 2024)

EXHIBIT 10.4 ONTRAK, INC. Stock Option Grant Notice Stock Option Grant under the Company’s Amended and Restated 2017 Stock Incentive Plan 1. Name and Address of Participant: 2. Date of Option Grant (“Grant Date”): 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Schedule: This Option sh

September 13, 2024 EX-FILING FEES

Calculation of Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per s

September 13, 2024 EX-10.3

Form of stock option agreement for grants to executive officers under the 2017 Amended and Restated Stock Incentive Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on September 13, 2024).

EXHIBIT 10.3 ONTRAK, INC. Stock Option Grant Notice Stock Option Grant under the Company’s Amended and Restated 2017 Stock Incentive Plan 1. Name and Address of Participant1: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Schedule: This Option shall become exe

September 13, 2024 EX-10.1

Amended and Restated 2017 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on September 13, 2024).

EXHIBIT 10.1 ONTRAK, INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN (Approved by the Board of Directors on June 11, 2024; approved by the Company’s stockholders on September 10, 2024) 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Ontrak, Inc. Amended and Restated 2017 Stock Incentive Plan, have the following meanings:

September 13, 2024 EX-99.4

Form of stock option agreement for grants to non-employee directors under the Ontrak, Inc, 2017 Amended and Restated Stock Incentive Plan.

EXHIBIT 99.4 ONTRAK, INC. Stock Option Grant Notice Stock Option Grant under the Company’s Amended and Restated 2017 Stock Incentive Plan 1. Name and Address of Participant: 2. Date of Option Grant (“Grant Date”): 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Schedule: This Option sh

September 13, 2024 EX-99.1

Ontrak, Inc, 2017 Amended and Restated Stock Incentive Plan.

EXHIBIT 99.1 ONTRAK, INC. AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN (Approved by the Board of Directors on June 11, 2024; approved by the Company’s stockholders on September 10, 2024) 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Ontrak, Inc. Amended and Restated 2017 Stock Incentive Plan, have the following meanings:

September 13, 2024 EX-99.3

Form of stock option agreement for grants to executive officers under the Ontrak, Inc, 2017 Amended and Restated Stock Incentive Plan.

EXHIBIT 99.3 ONTRAK, INC. Stock Option Grant Notice Stock Option Grant under the Company’s Amended and Restated 2017 Stock Incentive Plan 1. Name and Address of Participant1: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable: 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Schedule: This Option shall become exe

August 30, 2024 SC 13D/A

OTRK / Ontrak, Inc. / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2423124d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 26)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capit

August 14, 2024 EX-10.1

Employment Agreement of Richard Newman, dated August 12, 2024 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on August 14, 2024).

EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of August 12, 2024 by and between Ontrak, Inc., a Delaware corporation (“Employer” or “Company”), and Richard P. Newman, an individual (“Employee”). RECITALS A. WHEREAS, Employee is currently employed by Employer under the terms of an employment agreement dated February 12, 2024 (“Former Agreement

August 14, 2024 EX-3.1(B)

Amendment to the Amended and Restated Bylaws of Ontrak, Inc. adopted on August 9, 2024 (incorporated herein by reference to Exhibit 3.1(b) to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2024).

EXHIBIT 3.1(b) Amendment to Section 3.5 of the Amended and Restated Bylaws of Ontrak, Inc. (Adopted on August 9, 2024) Underlined text in bold black font below represents additions, and stricken text in bold red font represents deletions, to Section 3.5 of the Amended and Restated Bylaws of Ontrak, Inc. SECTION 3.5 Quorum. Subject to the immediately following sentence, unless the Corporation’s Cer

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Commission File Number 001-31932 On

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Commission File Number 001-31932 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 88-0464853 (State or other jurisdiction of incorporation

August 14, 2024 EX-10.2

Agreement by and between Ontrak, Inc. and Acuitas Capital LLC, dated August 13, 2024 (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on August 14, 2024).

EXHIBIT 10.2 August 13, 2024 Acuitas Capital, LLC 200 Dorado Beach Drive #3831 Dorado, Puerto Rico 00646 Attention: Terren S. Peizer Mr. Peizer: This letter relates to that certain Master Note Purchase Agreement, dated as of April 15, 2022, among Ontrak, Inc., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, Acuitas Capital LLC, a Delaware limited liab

August 14, 2024 EX-3.1(A)

Amended and Restated Bylaws of Ontrak, Inc., as amended through August 9, 2024 (incorporated herein by reference to Exhibit 3.1(a) to the Company's Quarterly Report on Form 10-Q, filed with the SEC on August 14, 2024).

EXHIBIT 3.1(a) AMENDED AND RESTATED BYLAWS OF ONTRAK, INC., A DELAWARE CORPORATION (as amended through August 9, 2024) TABLE OF CONTENTS Page SECTION 1.1 Name 1 SECTION 1.2 Principal Office; Other Offices 1 ARTICLE II STOCKHOLDERS 1 SECTION 2.1 Annual Meeting 1 SECTION 2.2 Special Meeting 1 SECTION 2.3 Place of Stockholder Meetings 1 SECTION 2.4 Notice of Meetings 1 SECTION 2.5 Quorum 2 SECTION 2.

August 8, 2024 EX-99.1

Ontrak Health Announces Expected 2024 Second Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Health Announces Expected 2024 Second Quarter Financial Results •Q2 Revenue of $2.5 million, down 17%% year over year •Q2 Operating loss of $(4.0) million, a 13% improvement year over year •Q2 Adjusted EBITDA of $(3.3) million, an 8% decline year over year •Company announces new contract with large northeast regional health plan •Company annou

August 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2024 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

July 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

July 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 19, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

June 25, 2024 SC 13D/A

OTRKP / Ontrak, Inc. - Preferred Stock / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2418168-1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capit

June 5, 2024 SC 13D/A

OTRKP / Ontrak, Inc. - Preferred Stock / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2416476d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capit

May 21, 2024 8-K

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): May 17, 2024 Ontrak, Inc. (Exact

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): May 17, 2024 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)

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Commission File Number 001-31932 O

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 Commission File Number 001-31932 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 88-0464853 (State or other jurisdiction of incorporation

May 14, 2024 EX-99.1

Ontrak Health Announces 2024 First Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Health Announces 2024 First Quarter Financial Results •Q1 Revenue of $2.7 million, up 6% year over year •Q1 operating loss of $(4.3) million, a 41% improvement year over year •Q1 adjusted EBITDA of $(3.4) million, a 38% improvement year over year •Company announces state approval of a new customer agreement with a prominent regional Medicaid h

May 14, 2024 8-K

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): May 14, 2024 Ontrak, Inc. (Exact

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): May 14, 2024 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)

May 13, 2024 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. _____) Check the appropriate box: ☐ Preliminary Infor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

May 2, 2024 424B5

EXPLANATORY NOTE

EXPLANATORY NOTE This prospectus forms a part of registration statement on Form S-1 (File No.

May 1, 2024 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. _____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

April 29, 2024 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 April 29, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Ansart Re: Ontrak, Inc. Registration Statement on Form S-1 Filed April 22, 2024 File No. 333-278848 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under th

April 22, 2024 S-1

As filed with the U.S. Securities and Exchange Commission on April 19, 2024

As filed with the U.S. Securities and Exchange Commission on April 19, 2024 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of incorporation or organization)

April 22, 2024 S-8

As filed with the Securities and Exchange Commission on April 19, 2024

As filed with the Securities and Exchange Commission on April 19, 2024 Registration Statement No.

April 22, 2024 EX-FILING FEES

Calculation of Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per s

April 22, 2024 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ONTRAK, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, p

April 16, 2024 EX-97

Policy on Recovery of Erroneously Awarded Compensation, dated November 29, 2023.

EXHIBIT 97 ONTRAK, INC. POLICY ON RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION November 29, 2023 1. Overview The Board believes that it is in the best interests of the Company and its stockholders to adopt this Policy to provide for the recovery of certain Incentive-Based Compensation in the event of an Accounting Restatement. This Policy is designed to comply with, and shall be interpreted to be

April 16, 2024 EX-10.12(A)

Form of Securities Purchase Agreement by and between Ontrak, Inc. and the purchaser parties thereto dated as of November 10, 2023 (incorporated herein by reference to Exhibit 10.12(a) to the Company's Form 10-K filed with the SEC on April 16, 2024).

EXHIBIT 10.12(a) SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 10, 2023, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions se

April 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-319

April 16, 2024 EX-21.1

Subsidiaries of the Company.

EXHIBIT 21.1 ONTRAK, INC. Subsidiaries as of December 31, 2023 Name Jurisdiction of Incorporation LD Acquisition Holdings, Inc. Delaware LifeDojo Inc. Delaware

April 16, 2024 8-K

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): April 16, 2024 Ontrak, Inc. (Exac

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): April 16, 2024 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

April 16, 2024 EX-99.1

Ontrak Announces 2023 Fourth Quarter and Year End Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Announces 2023 Fourth Quarter and Year End Financial Results •Q4 Revenue of $3.5 million, up 41% year over year; and Full Year Revenue of $12.7 million, down 12% year over year •Q4 operating loss of $5.2 million, a 35% improvement year over year; and Full Year operating loss of $21.1 million, a 52% improvement year over year •Company expands i

April 10, 2024 SC 13D/A

OTRK / Ontrak, Inc. / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capital LLC Humanitario Capital LLC 200 Dorado

April 8, 2024 8-K

Unregistered Sales of Equity Securities, Other Events

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): April 5, 2024 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)

April 2, 2024 NT 10-K

CUSIP NUMBER

SEC FILE NUMBER 001-31932 CUSIP NUMBER 683373302 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 1, 2024 SC 13D/A

OTRK / Ontrak, Inc. / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2410295d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 22)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capit

April 1, 2024 EX-99.28

Sixth Amendment to Master Note Purchase Agreement, dated as of March 28, 2024, by and among Ontrak, Inc., certain of its subsidiaries party thereto, Acuitas Capital LLC and the Collateral Agent named therein.

EX-99.28 2 tm2410295d1ex99-28.htm EXHIBIT 99.28   Exhibit 99.28   SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT   This SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of March 28, 2024 (the “Sixth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPIT

April 1, 2024 EX-99.29

Waiver and Agreement, effective as of March 28, 2024, by Humanitario Capital LLC in favor of Ontrak, Inc.”

EX-99.29 3 tm2410295d1ex99-29.htm EXHIBIT 99.29   Exhibit 99.29   WAIVER AND AGREEMENT   THIS WAIVER AND AGREEMENT (this “Waiver”) is entered into effective as of March 28, 2024, by Humanitario Capital LLC, a Puerto Rico limited liability company (the “Purchaser”), in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings a

March 28, 2024 EX-10.2

Form of Waiver and Consent Agreement, dated as of March 28, 2024, by the party thereto in favor of Ontrak, Inc. (incorporated herein by reference to Exhibit 10.2 to the Company's Form 8-K filed with the SEC on March 28, 2024).

EXHIBIT 10.2 WAIVER AND CONSENT AGREEMENT THIS WAIVER AND CONSENT AGREEMENT (this “Waiver”) is dated as of March 28, 2024, by the party set forth on the signature page hereto (the “Purchaser”) in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Public Offering Warrants (as defined below).

March 28, 2024 EX-10.1

Sixth Amendment to Master Note Purchase Agreement, dated as of March 28, 2024, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on March 28, 2024).

EXHIBIT 10.1 SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This SIXTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of March 28, 2024 (the “Sixth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purchase

March 28, 2024 EX-4.2

Form of Demand Warrant and New Keep Well Warrant (attached as Exhibit B to the Sixth Amendment to Master Note Purchase Agreement), incorporated by reference to Exhibit 4.2 of the Company's Form 8-K filed with the SEC on March 28, 2024.

EXHIBIT 4.2 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWIS

March 28, 2024 EX-4.1

Form of Demand Note (attached as Exhibit A to the Sixth Amendment to Master Note Purchase Agreement), incorporated by reference to Exhibit 4.1 of the Company's Form 8-K filed with the SEC on March 28, 2024.

EXHIBIT 4.1 NEITHER THIS SENIOR SECURED NOTE NOR THE SHARES ISSUABLE UPON ITS CONVERSION HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS SECURITY, ACKNOWLEDGES THAT (1) NEI

March 28, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 28, 2024 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

March 28, 2024 EX-10.3

Waiver Agreement, effective as of March 28, 2024, by Humanitario Capital LLC in favor of Ontrak, Inc. (incorporated herein by reference to Exhibit 10.3 to the Company's Form 8-K filed with the SEC on March 28, 2024).

EXHIBIT 10.3 WAIVER AND AGREEMENT THIS WAIVER AND AGREEMENT (this “Waiver”) is entered into effective as of March 28, 2024, by Humanitario Capital LLC, a Puerto Rico limited liability company (the “Purchaser”), in favor of Ontrak, Inc., a Delaware corporation (“Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Private Placement Warrant

February 14, 2024 SC 13G

US6833733024 / Ontrak, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

December 22, 2023 SC 13D/A

OTRK / Ontrak, Inc. / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2333438d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC Acuitas Capit

December 22, 2023 EX-99.27

Joint Filing Agreement”

EX-99.27 2 tm2333438d1ex99-27.htm EXHIBIT 99.27 Exhibit 99.27 JOINT FILING AGREEMENT In accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to jointly prepare and file a Schedule 13D/A (including any future amendments thereto) reporting each of the undersigned’s ownership of securities of Ontrak, Inc. and further agree

November 30, 2023 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. _____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

November 28, 2023 8-K

Other Events

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): November 28, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Num

November 20, 2023 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. _____)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission File Number 001-319

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission File Number 001-31932 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 88-0464853 (State or other jurisdiction of incorpora

November 15, 2023 EX-10.1

Letter Agreement dated November 9, 2023, between Ontrak, Inc. and Acuitas Capital LLC (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on November 15, 2023).

EXHIBIT 10.4 November 9, 2023 Acuitas Capital, LLC Attention: Terren S. Peizer 200 Dorado Beach Drive #3831 Dorado, Puerto Rico 00646 Mr. Peizer: This letter relates to that certain Master Note Purchase Agreement dated as of April 15, 2022, among Ontrak, Inc., a Delaware corporation, as issuer, certain of its Subsidiaries, as Guarantors, Acuitas Capital LLC, a Delaware limited liability company, a

November 15, 2023 EX-99.25

Pre-Funded Common Stock Purchase Warrant issued to Humanitario Capital LLC on November 14, 2023

EX-99.25 3 tm2330772d1ex99-25.htm EXHIBIT 99.25 Exhibit 99.25 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT B

November 15, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2330772d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 200 Dorado Be

November 15, 2023 EX-4.3

Pre-Funded Common Stock Purchase Warrant issued to Humanitario Capital LLC on November 14, 2023 (incorporated herein by reference to Exhibit 4.3 of the Company's Form 8-K filed with the SEC on November 15, 2023).

EXHIBIT 4.3 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWIS

November 15, 2023 EX-4.2

Form of Common Stock Purchase Warrant issued on November 14, 2023 (incorporated herein by reference to Exhibit 4.2 of the Company's Form 8-K filed with the SEC on November 15, 2023).

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder Approval is obtained and deemed effective (t

November 15, 2023 8-K

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): November 9, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numb

November 15, 2023 EX-99.26

Common Stock Purchase Warrant issued to Humanitario Capital LLC on November 14, 2023“

EX-99.26 4 tm2330772d1ex99-26.htm EXHIBIT 99.26 Exhibit 99.26 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT B

November 15, 2023 EX-4.1

Form of Pre-Funded Common Stock Purchase Warrant issued on November 14, 2023 (incorporated herein by reference to Exhibit 4.1 of the Company's Form 8-K filed with the SEC on November 15, 2023).

EXHIBIT 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: Issuance Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder

November 15, 2023 NT 10-Q

CUSIP NUMBER

SEC FILE NUMBER 001-31932 CUSIP NUMBER 683373302 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 15, 2023 EX-4.4

Common Stock Purchase Warrant issued to Humanitario Capital LLC on November 14, 2023 (incorporated herein by reference to Exhibit 4.4 of the Company's Form 8-K filed with the SEC on November 15, 2023).

EXHIBIT 4.4 NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWIS

November 15, 2023 EX-99.24

Letter Agreement, dated November 9, 2023, between Ontrak, Inc. and Acuitas Capital LLC

EX-99.24 2 tm2330772d1ex99-24.htm EXHIBIT 99.24 Exhibit 99.24 November 9, 2023 Acuitas Capital LLC Attention: Terren S. Peizer 200 Dorado Beach Drive #3831 Dorado, Puerto Rico 00646 Mr. Peizer: This letter relates to that certain Master Note Purchase Agreement dated as of April 15, 2022, among Ontrak, Inc., a Delaware corporation, as issuer, certain of its Subsidiaries, as Guarantors, Acuitas Capi

November 14, 2023 EX-99.1

Ontrak Announces 2023 Third Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Announces 2023 Third Quarter Financial Results •Q3 Revenue of $3.7 million, up 31% year over year •Operating loss of $4.1 million, a 63% improvement year over year •Company raises approximately $5.5 million, net in public offering of shares of Company's common stock and pre-funded warrants, completes $11.0 million concurrent private placement

November 14, 2023 8-K

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): November 14, 2023 Ontrak, Inc. (E

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): November 14, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Num

November 13, 2023 424B5

4,592,068 Shares of Common Stock 5,907,932 Pre-Funded Warrants to Purchase up to 5,907,932 Shares of Common Stock 21,000,000 Warrants to Purchase up to 21,000,000 Shares of Common Stock Up to 26,907,932 Shares of Common Stock Underlying the Pre-Funde

Filed pursuant to Rule 424(b)(5) Registration No. 333-273029 4,592,068 Shares of Common Stock 5,907,932 Pre-Funded Warrants to Purchase up to 5,907,932 Shares of Common Stock 21,000,000 Warrants to Purchase up to 21,000,000 Shares of Common Stock Up to 26,907,932 Shares of Common Stock Underlying the Pre-Funded Warrants and Warrants Ontrak, Inc. We are offering 4,592,068 shares of our common stock

November 8, 2023 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 November 8, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Jane Park Re: Ontrak, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File No. 333-273029 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence vi

November 8, 2023 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 November 8, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Jane Park Re: Ontrak, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File No. 333-273029 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations u

November 6, 2023 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 November 6, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Jane Park Re: Ontrak, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File No. 333-273029 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations u

November 6, 2023 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 November 6, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Jane Park Re: Ontrak, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File No. 333-273029 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence vi

November 2, 2023 EX-10.2

Support Agreement, dated as of October 31, 2023, by and among Ontrak, Inc. and Acuitas Group Holdings, LLC and Acuitas Capital LLC (incorporated herein by reference to Exhibit 10.2 of the Company's Form 8-K filed with the SEC on November 2, 2023).

EXHIBIT 10.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of October 31, 2023, by and among Ontrak, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature page hereto under the heading “Stockholders” (“Stockholders”). WHEREAS, the Company and Acuitas Capital LLC (“Purchaser”) entered into that certain Fifth Amendment to Master Note Purch

November 2, 2023 EX-10.27

Fifth Amendment to Master Note Purchase Agreement, dated as of October 31, 2023, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent.

EXHIBIT 10.1 FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of October 31, 2023 (the “Fifth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purcha

November 2, 2023 EX-10.1

Fifth Amendment to Master Note Purchase Agreement, dated as of October 31, 2023, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on November 2, 2023).

EXHIBIT 10.1 FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of October 31, 2023 (the “Fifth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purcha

November 2, 2023 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 November 2, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Jane Park Re: Ontrak, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File No. 333-273029 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations u

November 2, 2023 EX-4.3

Form of Pre-Funded Warrant.

EXHIBIT 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: Issuance Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder

November 2, 2023 EX-99.3

Support Agreement, dated as of October 31, 2023, by and among Ontrak, Inc., Acuitas Group Holdings, LLC and Acuitas Capital LLC”

EX-99.3 3 tm2329648d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 SUPPORT Agreement This Support Agreement (this “Agreement”), dated as of October 31, 2023, by and among Ontrak, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature page hereto under the heading “Stockholders” (“Stockholders”). whereas, the Company and Acuitas Capital LLC (“Purchaser”) entered into that

November 2, 2023 EX-10.1

Form of Securities Purchase Agreement.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2023, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in th

November 2, 2023 EX-10.28

Support Agreement, dated as of October 31, 2023, by and among Ontrak, Inc. and Acuitas Group Holdings, LLC and Acuitas Capital LLC.

EXHIBIT 10.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of October 31, 2023, by and among Ontrak, Inc., a Delaware corporation (the “Company”), and the stockholders listed on the signature page hereto under the heading “Stockholders” (“Stockholders”). WHEREAS, the Company and Acuitas Capital LLC (“Purchaser”) entered into that certain Fifth Amendment to Master Note Purch

November 2, 2023 EX-99.2

Fifth Amendment to Master Note Purchase Agreement, dated as of October 31, 2023, by and among Ontrak, Inc., certain of its subsidiaries party thereto, Acuitas Capital LLC and the Collateral Agent named therein.

EX-99.2 2 tm2329648d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 Execution Version FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This FIFTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of October 31, 2023 (the “Fifth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACU

November 2, 2023 S-1/A

As filed with the U.S. Securities and Exchange Commission on November 1, 2023

As filed with the U.S. Securities and Exchange Commission on November 1, 2023 Registration Statement No. 333-273029 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of inc

November 2, 2023 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, $0

November 2, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm2329648d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 200 Dorado Be

November 2, 2023 EX-4.2

Form of Warrant.

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: CUSIP: 683373 112 ISIN: US6833731127 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that the Stockholder Approva

November 2, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): October 31, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numb

October 16, 2023 8-K

Other Events

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): October 10, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numb

October 16, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): October 13, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numb

October 10, 2023 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 October 10, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Jane Park Re: Ontrak, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File No. 333-273029 Ladies and Gentlemen: Reference is made to our letter, filed as correspondence vi

October 6, 2023 CORRESP

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300

Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000 Miami, FL 33131 (310) 444-4300 October 6, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Abby Adams Jane Park Re: Ontrak, Inc. Registration Statement on Form S-1 Filed June 29, 2023 File No. 333-273029 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations un

October 5, 2023 S-1/A

As filed with the U.S. Securities and Exchange Commission on October 5, 2023

As filed with the U.S. Securities and Exchange Commission on October 5, 2023 Registration Statement No. 333-273029 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of inco

October 2, 2023 8-K

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): September 11, 2023 Ontrak, Inc. (

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): September 11, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Nu

September 29, 2023 EX-10.1

Form of Securities Purchase Agreement.

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2023, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in th

September 29, 2023 S-1/A

As filed with the U.S. Securities and Exchange Commission on September 29, 2023

As filed with the U.S. Securities and Exchange Commission on September 29, 2023 Registration Statement No. 333-273029 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of i

September 29, 2023 EX-4.1

Form of Warrant Agency Agreement.

EXHIBIT 4.1 ONTRAK, INC. and EQUINITI TRUST COMPANY, LLC, as Warrant Agent Warrant Agency Agreement Dated as of , 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2023 (“Agreement”), by and between Ontrak, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). W I T N E S S E T H WHEREAS,

September 29, 2023 EX-10.2

Form of Placement Agency Agreement.

EXHIBIT 10.2 PLACEMENT AGENCY AGREEMENT [], 2023 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Ontrak, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[] of securities of the Company, including, but not limited to, (i)

September 29, 2023 EX-10.26

Form of Retention Bonus Agreement.

EXHIBIT 10.26 RETENTION BONUS AGREEMENT BETWEEN ONTRAK, INC. AND [] You, [], are employed by Ontrak, Inc. (“Ontrak”). Ontrak, and all of its operating divisions, subsidiaries and affiliates, predecessors, successors, joint venture partners and insurers, shall be referenced collectively herein as “Ontrak”; and Ontrak has determined that you are an essential member of its team and wishes to provide

September 29, 2023 EX-4.2

Form of Warrant.

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: Initial Exercise Date: , 2023 CUSIP: 683373 112 ISIN: US6833731127 THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the dat

September 15, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statement

September 7, 2023 EX-99.1

Ontrak Health's Study of Behavioral Health Patient Reported Outcomes Reveals 53-60% Reduction in Anxiety and Depressive Symptoms Continuous PHQ-9 and GAD-7 assessments confirm initial Patient Reported Outcome Measures (PROMs) findings that contribute

Exhibit 99.1 News Release For Immediate Release Ontrak Health's Study of Behavioral Health Patient Reported Outcomes Reveals 53-60% Reduction in Anxiety and Depressive Symptoms Continuous PHQ-9 and GAD-7 assessments confirm initial Patient Reported Outcome Measures (PROMs) findings that contribute to improved health outcomes for Ontrak Health members. Henderson, Nevada, September 7,2023 - Ontrak H

September 7, 2023 8-K

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): September 7, 2023 Ontrak, Inc. (E

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): September 7, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Num

September 1, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statement

August 30, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Defin

August 28, 2023 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, $0

August 28, 2023 EX-10.2

Form of Placement Agency Agreement

EXHIBIT 10.2 PLACEMENT AGENCY AGREEMENT [], 2023 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Ontrak, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[] of securities of the Company, including, but not limited to, (i)

August 28, 2023 EX-4.2

Form of Warrant

EXHIBIT 4.2 COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”)

August 28, 2023 EX-10.25

Separation Agreement and Release dated August 1, 2022 by and between Ontrak, Inc. and Jonathan Mayhew.

EXHIBIT 10.25 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (the “Agreement”), is made by and between Jonathan Mayhew on behalf of himself, his agents, heirs, executors, administrators, attorneys and successors (collectively, “Mr. Mayhew”), and Ontrak, Inc. and any entity related to it in the present or past including, without limitation, its predecessors, successors, pare

August 28, 2023 EX-4.3

Form of Pre-Funded Warrant.

EXHIBIT 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT ONTRAK, INC. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “I

August 28, 2023 EX-10.1

Form of Securities Purchase Agreement

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2023, between Ontrak, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in th

August 28, 2023 EX-4.1

Form of Warrant Agency Agreement

EXHIBIT 4.1 ONTRAK, INC. and EQUINITI TRUST COMPANY, as Warrant Agent Warrant Agency Agreement Dated as of , 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2023 (“Agreement”), by and between Ontrak, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, a [limited liability company/corporation] (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant t

August 28, 2023 S-1/A

As filed with the U.S. Securities and Exchange Commission on August 28, 2023

As filed with the U.S. Securities and Exchange Commission on August 28, 2023 Registration Statement No. 333-273029 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of inco

August 28, 2023 EX-10.23

Employment Agreement dated July 26, 2022 by and between Ontrak, Inc. and Mary Louise Osborne.

EXHIBIT 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 26, 2022 by and between Ontrak, Inc., a Delaware corporation (“Employer” or “Company”), and Mary Louise Osborne, an individual (“Employee”). RECITALS A. WHEREAS, Employee is currently employed by Employer under the terms of an employment agreement dated August 30, 2021 (“Former Agreement”

August 28, 2023 EX-10.24

Retention Bonus Agreement dated April 20, 2022 by and between Ontrak, Inc. and Jonathan Mayhew.

EXHIBIT 10.24 RETENTION BONUS AGREEMENT BETWEEN ONTRAK, INC. AND JOHNATHAN MAYHEW You, Jonathan Mayhew, are employed by Ontrak, Inc. (“Ontrak”). Ontrak, and all of its operating divisions, subsidiaries and affiliates, predecessors, successors, joint venture partners and insurers, shall be referenced collectively herein as “Ontrak”; and Ontrak has determined that you are an essential member of its

August 15, 2023 8-K

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): August 11, 2023 Ontrak, Inc. (Exa

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): August 11, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numbe

August 11, 2023 S-1/A

As filed with the U.S. Securities and Exchange Commission on August 11, 2023

As filed with the U.S. Securities and Exchange Commission on August 11, 2023 Registration Statement No. 333-273029 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of inco

August 10, 2023 EX-10.2

Letter Agreement dated August 7, 2023, between Ontrak, Inc., Acuitas Capital LLC and U.S. Bank Trust Company, National Association (incorporated herein by reference to Exhibit 10.2 of the Company's Form 10-Q filed with the SEC on August 10, 2023).

EXHIBIT 10.2 August 7, 2023 Ontrak, Inc. 2200 Paseo Verde Parkway, Suite 280 Henderson, NV 89052 Attention: Brandon LaVerne Email: [email protected] RE: Waiver of Certain Conditions; Extension of Lock-Up Period Ladies and Gentlemen: Reference is made to that certain Master Note Purchase Agreement dated as of April 15, 2022, as amended by that certain First Amendment to Master Note Purchase

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Commission File Number 001-31932 On

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Commission File Number 001-31932 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 88-0464853 (State or other jurisdiction of incorporation

August 9, 2023 8-K

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): August 9, 2023 Ontrak, Inc. (Exac

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): August 9, 2023 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

August 9, 2023 EX-99.1

Ontrak Announces 2023 Second Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Announces 2023 Second Quarter Financial Results •Q2 Revenue of $3.0 million and Year to Date Revenue of $5.5 million •Company announces signing of new customer agreement with a regional Medicaid health plan •Company completes reverse stock split of its common stock at a ratio of 1:6 •Company announces achievement of certification as a Credenti

August 4, 2023 EX-3.2

AMENDED AND RESTATED BYLAWS ONTRAK, INC., A DELAWARE CORPORATION (as amended through August 4, 2023) TABLE OF CONTENTS

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF ONTRAK, INC., A DELAWARE CORPORATION (as amended through August 4, 2023) TABLE OF CONTENTS Page ARTICLE I IDENTIFICATION; OFFICES 1 SECTION 1.1 Name 1 SECTION 1.2 Principal Office; Other Offices 1 ARTICLE II STOCKHOLDERS 1 SECTION 2.1 Annual Meeting 1 SECTION 2.2 Special Meeting 1 SECTION 2.3 Place of Stockholder Meetings 1 SECTION 2.4 Notice of Meetings

August 4, 2023 8-K

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): August 4, 2023 Ontrak, Inc. (Exac

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): August 4, 2023 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

August 4, 2023 EX-3.1

Amended and Restated Bylaws of Ontrak, Inc., effective August 4, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed with the SEC on August 4, 2023).

EXHIBIT 3.1 AMENDED AND RESTATED BYLAWS OF ONTRAK, INC., A DELAWARE CORPORATION (as amended through August 4, 2023) TABLE OF CONTENTS Page Article I IDENTIFICATION; OFFICES 1 SECTION 1.1 Name 1 SECTION 1.2 Principal Office; Other Offices 1 Article II STOCKHOLDERS 1 SECTION 2.1 Annual Meeting 1 SECTION 2.2 Special Meeting 1 SECTION 2.3 Place of Stockholder Meetings 1 SECTION 2.4 Notice of Meetings

July 27, 2023 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation dated July 27, 2023 (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8-K filed with the SEC on July 27, 2023).

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONTRAK, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Ontrak, Inc. (the “Corporation”), a corporation existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: This Certificate of Amendment (this “Certifica

July 27, 2023 8-K

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 27, 2023 Ontrak, Inc. (Exact

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 27, 2023 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)

July 27, 2023 EX-99.1

ONTRAK, INC. ANNOUNCES 1-FOR-6 REVERSE SPLIT

EXHIBIT 99.1 ONTRAK, INC. ANNOUNCES 1-FOR-6 REVERSE SPLIT Henderson, NV - Ontrak, Inc. (NASDAQ: OTRK), a leading AI-powered and telehealth-enabled healthcare company, announced today that a 1-for-6 reverse split of its outstanding shares of common stock became effective at 6:00 p.m. Eastern Time on July 27, 2023. The company’s common stock is expected to trade on the Nasdaq Capital Market on a pos

June 29, 2023 S-1

As filed with the U.S. Securities and Exchange Commission on June 29, 2023

As filed with the U.S. Securities and Exchange Commission on June 29, 2023 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ONTRAK, INC. (Exact name of registrant as specified in its charter) Delaware 8090 88-0464853 (State or other jurisdiction of incorporation or organization)

June 29, 2023 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, $0

June 27, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 23, 2023 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)

June 27, 2023 EX-99.21

Fourth Amendment to Master Note Purchase Agreement, dated as of June 23, 2023, by and among OnTrak, Inc., certain of its subsidiaries party thereto, Acuitas Capital LLC and the Collateral Agent named therein.”

EX-99.21 2 tm2319443d1ex99-21.htm EXHIBIT 99.21 Exhibit 99.21 Execution Version FOURTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This FOURTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of June 23, 2023 (the “Fourth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and

June 27, 2023 EX-10.1

Fourth Amendment to Master Note Purchase Agreement made as of June 23, 2023, by and among Ontrak, Inc., certain of its subsidiaries, Acuitas Capital LLC, and U.S. Bank Trust Company, National Association (incorporated herein by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on June 27, 2023).

EXHIBIT 10.1 FOURTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This FOURTH AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of June 23, 2023 (the “Fourth Amendment Effective Date”), by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purcha

June 27, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 200 Dorado Beach Drive #3831 Dorado, Puerto Rico 00646

May 12, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission File Number 001-31932 O

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 Commission File Number 001-31932 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 88-0464853 (State or other jurisdiction of incorporation

May 10, 2023 EX-99.1

Ontrak Announces 2023 First Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Announces 2023 First Quarter Financial Results Henderson, NV – May 10, 2023 – Ontrak, Inc. (NASDAQ: OTRK) (“Ontrak” or the “Company”), a leading AI-powered and telehealth-enabled healthcare company, today reported its financial results for the first quarter ended March 31, 2023. Management Commentary "We continue to be encouraged by market fee

May 10, 2023 8-K

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): May 10, 2023 Ontrak, Inc. (Exact

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): May 10, 2023 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)

April 17, 2023 EX-10.13

First Amendment to Master Note Purchase Agreement, dated as of August 12, 2022, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent (incorporated herein by reference to Exhibit 10.13 of the Company's Form 10-K filed with the SEC on April 17, 2023).

EXHIBIT 10.13 FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This FIRST AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of August 12, 2022, by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, ACUITAS CAPITAL LLC, a Delaware limited liability company (the “Purchaser”) and U.S. BANK TRUST COMPANY, NATI

April 17, 2023 EX-10.5

Employment Agreement dated July 26, 2022 by and between the Company and Brandon LaVerne, incorporated herein by reference to Exhibit 10.5 to Ontrak, Inc.'s Form 10-K filed with the SEC on April 17, 2023.

EXHIBIT 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 26, 2022 by and between Ontrak, Inc., a Delaware corporation (“Employer” or “Company”), and Brandon LaVerne, an individual (“Employee”). RECITALS A. WHEREAS, Employee is currently employed by Employer under the terms of an employment agreement dated March 16, 2020 (“Former Agreement”) and

April 17, 2023 EX-10.17

Employment Agreement dated July 26, 2022 by and between Ontrak, Inc. and James J. Park, incorporated herein by reference to Exhibit 10.17 of Ontrak, Inc.'s Form 10-K filed with the SEC on April 17, 2023.

EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 26, 2022 by and between Ontrak, Inc., a Delaware corporation (“Employer” or “Company”), and James J. Park, an individual (“Employee”). RECITALS A. WHEREAS, Employee is currently employed by Employer under the terms of an offer letter agreement dated August 16, 2019 as amended on January 1

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-319

April 17, 2023 EX-21.1

Subsidiaries of the Company.

EXHIBIT 21.1 ONTRAK, INC. Subsidiaries as of December 31, 2022 Name Jurisdiction of Incorporation LD Acquisition Holdings, Inc. Delaware LifeDojo Inc. Delaware

April 17, 2023 EX-10.18

Employment Agreement dated July 26, 2022 by and between Ontrak, Inc. and Judith Feld, incorporated herein by reference to Exhibit 10.18 of Ontrak, Inc.'s Form 10-K filed with the SEC on April 17, 2023.

EXHIBIT 10.18 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of July 26, 2022 by and between Ontrak, Inc., a Delaware corporation (“Employer” or “Company”), and Judith Feld an individual (“Employee”). RECITALS A. WHEREAS, Employee is currently employed by Employer under the terms of an offer letter agreement dated June 1, 2020 (“Former Agreement”) and such

March 31, 2023 NT 10-K

CUSIP NUMBER

SEC FILE NUMBER 001-31932 CUSIP NUMBER 683373104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

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): March 9, 2023 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)

March 15, 2023 EX-99.1

Ontrak Announces 2022 Fourth Quarter and Year End Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Announces 2022 Fourth Quarter and Year End Financial Results •Q4 Revenue of $2.5 million and Full Year Revenue of $14.5 million •Company announces signing of new amendment with Optima Health to impact highest acuity members •Company announces partnership with Lyssn, AI-based platform to strengthen coaching outcomes •Company to Host Conference

March 14, 2023 8-K

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): March 13, 2023 Ontrak, Inc. (Exac

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): March 13, 2023 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

March 8, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 200 Dorado Beach Drive #3831 Dorado, Puerto Rico 00646

March 7, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 tm238745d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 200 Dorado Bea

March 6, 2023 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numbe

March 3, 2023 8-K

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): March 2, 2023 Ontrak, Inc. (Exact

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): March 2, 2023 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)

February 23, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 15)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 200 Dorado Beach Drive #3831 Dorado, Puerto Rico 00646

February 22, 2023 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation dated February 21, 2023 (incorporated herein by reference to Exhibit 3.1 to the Company's Form 8-K filed with the SEC on February 22, 2023).

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ONTRAK, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Ontrak, Inc. (the “Corporation”), a corporation existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1. This Certificate of Amendment (this “Certificate o

February 22, 2023 8-K

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): February 20, 2023 Ontrak, Inc. (E

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): February 20, 2023 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Num

February 22, 2023 EX-10.1

Stockholders Agreement made and entered into as of February 21, 2023, by and between Ontrak, Inc. and Acuitas Capital LLC (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on February 22, 2023).

EXHIBIT 10.1 STOCKHOLDERS AGREEMENT THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of February 21, 2023, by and between ONTRAK, INC., a Delaware corporation (the “Company”), and ACUITAS CAPITAL LLC, a Delaware limited liability company (the “Stockholder”). Except as otherwise provided herein, capitalized terms used herein are defined in Section 4 hereof. Recitals A.The

January 20, 2023 EX-FILING FEES

Calculation of Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per s

January 20, 2023 S-8

As filed with the Securities and Exchange Commission on January 20, 2023

As filed with the Securities and Exchange Commission on January 20, 2023 Registration Statement No.

January 20, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

January 10, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

January 6, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 14)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 2001 Wilshire Boulevard, Suite 330 Santa Monica, Califo

January 4, 2023 EX-99.20

Ontrak, Inc. Purchase Warrant for Common Shares [·], 202_

Exhibit 99.20 Execution Version Appendix B Ontrak, Inc. Purchase Warrant for Common Shares [?], 202 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION F

January 4, 2023 EX-99.19

FORM OF SENIOR SECURED CONVERTIBLE NOTE

Exhibit 99.19 Execution Version FORM OF SENIOR SECURED CONVERTIBLE NOTE NEITHER THIS SENIOR SECURED NOTE NOR THE SHARES ISSUABLE UPON ITS CONVERSION HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING OR

January 4, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 30, 2022 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Num

January 4, 2023 EX-10.1

Third Amendment to Master Note Purchase Agreement, dated as of December 30, 2022, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the SEC on January 4, 2023).

EX-10.1 4 exh101ontrak-thirdamendme.htm EX-10.1 EXHIBIT 10.1 THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of December 30, 2022, by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability compan

January 4, 2023 EX-99.18

THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT

Exhibit 99.18 Execution Version THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This THIRD AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this ?Amendment?) is made as of December 30, 2022, by and among ONTRAK, INC., a Delaware corporation (the ?Company?), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (?Purchaser?), and U.S. BAN

January 4, 2023 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 13)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 2001 Wilshire Boulevard, Suite 330 Santa Monica, Califo

January 4, 2023 EX-4.2

Form of Purchase Warrant for Common Shares issuable under Third Amendment to Master Note Purchase Agreement, dated as of December 30, 2022, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent, incorporated by reference to Exhibit 4.2 of Ontrak, Inc.'s Form 8-K filed with the SEC on January 4, 2023.

EX-4.2 3 exh42-formofpurchasewarra.htm EX-4.2 EXHIBIT 4.2 Appendix B Ontrak, Inc. Purchase Warrant for Common Shares [•], 202 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTR

January 4, 2023 EX-4.1

Form of Senior Secured Convertible Note issuable under Third Amendment to Master Note Purchase Agreement, dated as of December 30, 2022, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent, incorporated by reference to Exhibit 4.1 of Ontrak, Inc.'s Form 8-K filed with the SEC on January 4, 2023.

EX-4.1 2 exh41-amendedformofsenior.htm EX-4.1 EXHIBIT 4.1 FORM OF SENIOR SECURED CONVERTIBLE NOTE NEITHER THIS SENIOR SECURED NOTE NOR THE SHARES ISSUABLE UPON ITS CONVERSION HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE HOLDER

December 21, 2022 EX-FILING FEES

Calculation of Filing Fee Table.

EX-FILING FEES 2 a202212forms-8401kex1071.htm EX-FILING FEES EXHIBIT 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of

December 21, 2022 S-8

As filed with the Securities and Exchange Commission on December 21, 2022

As filed with the Securities and Exchange Commission on December 21, 2022 Registration Statement No.

November 22, 2022 EX-99.16

SECOND AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT

Exhibit 99.16 Execution Version SECOND AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This SECOND AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this ?Amendment?) is made as of November 19, 2022, by and among ONTRAK, INC., a Delaware corporation (the ?Company?), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (?Purchaser?), and U.S. B

November 22, 2022 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 12)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 2001 Wilshire Boulevard, Suite 330 Santa Monica, Califo

November 22, 2022 EX-99.17

FORM OF SENIOR SECURED CONVERTIBLE NOTE

EXHIBIT 99.17 FORM OF SENIOR SECURED CONVERTIBLE NOTE NEITHER THIS SENIOR SECURED NOTE NOR THE SHARES ISSUABLE UPON ITS CONVERSION HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRIN

November 21, 2022 EX-4.1

Form of Senior Secured Convertible Note issuable under Second Amendment to Master Note Purchase Agreement, dated as of November 19, 2022, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent, incorporated by reference to Exhibit 4.1 of Ontrak, Inc.'s Form 10-Q filed with the SEC on November 21, 2022.

EXHIBIT 4.1 FORM OF SENIOR SECURED CONVERTIBLE NOTE NEITHER THIS SENIOR SECURED NOTE NOR THE SHARES ISSUABLE UPON ITS CONVERSION HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING

November 21, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission File Number 001-319

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission File Number 001-31932 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 88-0464853 (State or other jurisdiction of incorpora

November 21, 2022 EX-10.5

Second Amendment to Master Note Purchase Agreement, dated as of November 19, 2022, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent (incorporated herein by reference to Exhibit 10.5 of Ontrak, Inc.'s Form 10-Q filed with the SEC on November 21, 2022).

EXHIBIT 10.5 SECOND AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT This SECOND AMENDMENT TO MASTER NOTE PURCHASE AGREEMENT (this “Amendment”) is made as of November 19, 2022, by and among ONTRAK, INC., a Delaware corporation (the “Company”), as issuer, certain of its Subsidiaries, as Guarantors, and ACUITAS CAPITAL LLC, a Delaware limited liability company (“Purchaser”), and U.S. BANK TRUST COMPANY,

November 21, 2022 EX-4.2

Form of Purchase Warrant for Common Shares issuable under Second Amendment to Master Note Purchase Agreement, dated as of November 19, 2022, by and between Ontrak, Inc., certain of its subsidiaries as party thereto as guarantors, and Acuitas Capital LLC, as purchaser and U.S. Bank Trust Company, National Association, as collateral agent, incorporated by reference to Exhibit 4.2 of Ontrak, Inc.'s Form 10-Q filed with the SEC on November 21, 2022.

EXHIBIT 4.2 Ontrak, Inc. Purchase Warrant for Common Shares [•], 202 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE

November 15, 2022 NT 10-Q

CUSIP NUMBER

SEC FILE NUMBER 001-31932 CUSIP NUMBER 683373104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 9, 2022 8-K

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): November 9, 2022 Ontrak, Inc. (Ex

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): November 9, 2022 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numb

November 9, 2022 EX-99.1

Ontrak Announces 2022 Third Quarter Financial Results

Exhibit 99.1 News Release For Immediate Release Ontrak Announces 2022 Third Quarter Financial Results •Q3 Revenue of $2.8 million •Company pays off in full its $7.5 million outstanding GS loan balance; draws down a total of $11 million to date on the Keep Well Agreement •Company raises $3.3 million, net, in a registered direct offering of shares of Company's common stock with institutional investo

September 16, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): September 14, 2022 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Nu

September 9, 2022 EX-10.1

Letter Agreement dated August 26, 2022, between Ontrak, Inc. and Acuitas Capital LLC (incorporated herein by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on September 9, 2022).

EXHIBIT 10.1 August 26, 2022 Ontrak, Inc. 2200 Paseo Verde Parkway, Suite 280 Henderson, NV 89052 Attention: James Park Email: [email protected] RE: Waiver of Certain Conditions Reference is made to that certain Master Note Purchase Agreement dated as of April 15, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the ?Note Purchase Agreeme

September 9, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 7, 2022 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Num

September 8, 2022 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 2001 Wilshire Boulevard, Suite 330 Santa Monica, Califo

September 7, 2022 EX-FILING FEES

Calculation of Filing Fee Table.

EXHIBIT 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) Ontrak, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0001 per s

September 7, 2022 S-8

As filed with the Securities and Exchange Commission on September 7, 2022

As filed with the Securities and Exchange Commission on September 7, 2022 Registration Statement No.

September 2, 2022 SC 13D/A

OTRK / Ontrak Inc / Acuitas Group Holdings, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Ontrak, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44919F 104 (CUSIP Number of Class of Securities) Terren S. Peizer Acuitas Group Holdings, LLC 2001 Wilshire Boulevard, Suite 330 Santa Monica, Califo

August 31, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): August 29, 2022 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numbe

August 26, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): August 25, 2022 Ontrak, Inc. (Exact name of registrant as specified in its charter) Delaware 001-31932 88-0464853 (State or other jurisdiction of incorporation) (Commission File Numbe

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