SEC FILE NUMBER
001-31932
CUSIP NUMBER
683373302
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25


NOTIFICATION OF LATE FILING


     
(Check one):
  Form 10-K Form 20-F Form 11-K   Form 10-Q Form 10-D Form N-CEN
Form N-CSR
    
For Period Ended: December 31, 2023
   Transition Report on Form 10-K 
   Transition Report on Form 20-F 
   Transition Report on Form 11-K 
   Transition Report on Form 10-Q 
    
For the Transition Period Ended: _______________________________________________________ 


Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained
herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Ontrak, Inc.
Full Name of Registrant

333 S. E. 2nd Avenue Suite 2000
Address of Principal Executive Office (Street and Number)

Miami, FL 33131
City, State and Zip Code




PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
x(a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
x(b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

As previously reported, on March 28, 2024, Ontrak, Inc. (the “Company,” “we,” “us” or “our”), certain of its subsidiaries, Acuitas Capital LLC (“Acuitas”) and U.S. Bank Trust Company, National Association, entered into an amendment (the “Sixth Amendment”) to the Master Note Purchase Agreement, dated as of April 15, 2022, as amended by that certain First Amendment to Master Note Purchase Agreement made as of August 12, 2022, that certain Second Amendment to Master Note Purchase Agreement made as of November 19, 2022, that certain Third Amendment to Master Note Purchase Agreement made as of December 30, 2022, that certain Fourth Amendment to the Master Note Purchase Agreement made as of June 23, 2023, and that certain Fifth Amendment to Master Note Purchase Agreement made as of October 31, 2023 (as amended prior to entering into the Sixth Amendment, the “Existing Keep Well Agreement,” and as amended by the Sixth Amendment, the “Keep Well Agreement”).

In accordance with the Sixth Amendment, the Company is to issue and sell to Acuitas, and Acuitas is to purchase from the Company, a senior secured convertible promissory note with a principal amount of $1.5 million, and in Acuitas’ sole discretion, Acuitas may purchase from the Company, and the Company will issue and sell to Acuitas, up to an additional $13.5 million in principal amount of such notes.

The Company needs additional time to complete the preparation of appropriate disclosures, and reach a conclusion with respect to whether, giving effect to the Sixth Amendment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern. The Company expects to reach the conclusion that no such conditions or events exist and that the Company has sufficient cash to meet its obligations for at least the twelve months from the date the financial statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”) are released. The Company is actively working on these activities and intends to file the Form 10-K within the 15-day extension period (the “Extension Period”) afforded by Rule 12b-25 under the Securities Exchange Act of 1934.

Forward-Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward looking statements include statements regarding the Company’s expectation to file the Form 10-K within the Extension Period, the Company’s expectations that it will complete activities necessary to permit such filing within the Extension Period, and that the Company expects to reach a conclusion that no conditions or events exist, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for at least the twelve months from the date the financial statements to be included in the Form 10-K are released. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives. These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements. These risks include, but are not limited to, the risk that the Company is not able to complete its Form 10-K in the time period it currently anticipates and those risk factors

2

included in the Company’s Form 10-Q for the quarter ended September 30, 2023. Readers of this Form 12b-25 are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification
     
James J. Park 310 444-4300
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
  
Yes      No 
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
  
Yes   No  
 

 
  
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report revenue for 2023 of $12.7 million, representing a 12% decrease from prior year, and net loss of $(27.9) million, or a $(3.30) diluted net loss per common share (after deduction for undeclared dividends on the Company's preferred stock), compared to net loss of $(51.6) million, or a $(15.61) diluted net loss per common share (after deduction for declared and undeclared dividends on the Company's preferred stock) for the prior year.
 

                                                                                                                                                                                                         


Ontrak, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
      
Date April 2, 2024 By /s/ James J. Park
      James J. Park
      Chief Financial Officer



3
Ontrak (NASDAQ:OTRKP)
Historical Stock Chart
Von Apr 2024 bis Mai 2024 Click Here for more Ontrak Charts.
Ontrak (NASDAQ:OTRKP)
Historical Stock Chart
Von Mai 2023 bis Mai 2024 Click Here for more Ontrak Charts.