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)

(IRS Employer
Identification No.)

333 S. E. 2nd Avenue, Suite 2000, Miami, FL 33131

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (310) 444-4300

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	OTRK	The NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

~~Seventh~~The ~~Amendment~~information toregarding ~~Keep~~the ~~Well~~Purchase Agreement, the Prefunded Warrants, the Warrants and the Placement Agency Agreement (each as defined in Item 8.01 below) and the lock-up agreements described in Item 8.01 below is incorporated by reference into this Item 1.01.

OnItem ~~June 27, 2025, Ontrak, Inc~~8.01 Other ~~(the “Company,” “we,” “us” or “our”), certain of its subsidiaries, Acuitas Capital LLC (“Acuitas”) and U~~Events.S. Bank Trust Company, National Association, entered into an amendment (the “Seventh 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, that certain Fifth Amendment to Master Note Purchase Agreement made as of October 31, 2023, that certain Sixth Amendment to Master Note Purchase Agreement dated as of March 28, 2024 (the “Sixth Amendment”), that certain letter agreement dated August 13, 2024, that certain letter agreement entered into as of April 8, 2025, and that certain letter agreement dated May 19, 2025 (the “May 2025 Agreement”) (as amended prior to entering into the Seventh Amendment, the “Existing Keep Well Agreement,” and as amended by the Seventh Amendment, the “Keep Well Agreement”).

~~Effective~~On asJune 30, 2025, Ontrak, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), completed a public offering (the “Offering”) of: ~~June~~(i) 272,366,665 ~~2025~~shares (the “Shares”) of its common stock, ~~all~~par ~~rights~~value $0.0001 per share; (ii) 4,300,002 prefunded warrants (the “Prefunded Warrants”) to purchase 4,300,002 shares of its common stock; and ~~obligations~~(iii) 26,666,668 warrants (the “Warrants”) to purchase 26,666,668 shares of its common stock. Each Share and Prefunded Warrant was sold with four Warrants, each exercisable to purchase one share of our common stock. The offering price of each Share and four accompanying Warrants was $0.60, and the ~~Company~~offering price of each Prefunded Warrant and ~~Acuitas~~four ~~under~~accompanying Warrants was $0.5999. We received net proceeds of approximately $3.24 million from the ~~May~~Offering, ~~2025~~after ~~Agreement~~deducting ~~were~~the ~~terminated~~estimated offering expenses payable by us, including the fees we paid to the placement agent for the offering described below. We intend to use the net proceeds from the Offering for working capital and general corporate purposes.

The ~~following~~Shares, isPrefunded aWarrants, ~~summary~~and Warrants, and the shares of our common stock issuable upon exercise of the ~~Seventh~~Prefunded ~~Amendment:~~Warrants and Warrants, were offered pursuant to our Registration Statement on Form S-1 (File No. 333-288099), as amended, which was declared effective by the Securities and Exchange Commission on June 26, 2025.

~~•Subject~~On toJune ~~the~~27, ~~terms of the Seventh Amendment~~2025, ~~(i)~~we ~~Acuitas~~issued ~~committed~~a topress ~~purchase~~release ~~from~~announcing the ~~Company~~pricing ~~up to $8.45 million in principal amount~~ of ~~senior~~the ~~secured~~Offering, ~~convertible~~a ~~promissory~~copy ~~notes payable upon demand~~ of ~~the~~which ~~holder~~is ~~(the~~furnished ~~“Committed~~as ~~Demand~~an ~~Notes”)~~exhibit ~~and (ii) Acuitas may (but shall have no obligation~~ to) ~~purchase~~this additional senior secured convertible promissory notes payable upon demand of the holder (the “Uncommitted Demand Notes” and together with the Committed Demand Notes, the “Seventh Amendment Demand Notes”)report.

~~•The~~Purchase Company may request that Acuitas purchase a Committed Demand Note in a principal amount up to $1.5 million, and at any time after Acuitas has purchased all $8.45 million in principal amount of Committed Demand Notes, the Company may request that Acuitas purchase an Uncommitted Demand Note in a principal amount of up to $1.5 million. Agreement

~~•Acuitas’~~In ~~obligation~~connection towith ~~purchase~~the aOffering, ~~Seventh~~we ~~Amendment~~entered ~~Demand~~into ~~Note~~a issecurities ~~subject~~purchase toagreement (the ~~conditions~~“Purchase ~~that (i~~Agreement”) ~~absent~~with ~~obtaining~~certain ~~the~~investors ~~funds~~on ~~requested~~June by27, 2025. The Purchase Agreement contains customary representations, warranties, covenants and agreements of the ~~Company~~parties. The representations, warranties and covenants in the ~~Company~~Purchase ~~will~~Agreement ~~not~~were ~~have~~made ~~sufficient~~only ~~unrestricted~~for ~~cash~~the topurposes ~~pay~~of such agreement and ~~discharge~~as of specific dates, ~~when~~were ~~due~~solely for the benefit of the parties to such agreement and ~~payable,~~may ~~all~~be subject to limitations agreed upon by such parties. Under the terms of ~~its~~the ~~obligations~~Purchase Agreement, we agreed for ~~the~~a period of 180 days from June 30~~-day~~, ~~period~~2025 ~~following~~(the “Closing Date”), subject to certain exceptions, not to: (i) issue, enter into any agreement to issue or announce the ~~date~~issuance ~~such~~or ~~notice~~proposed isissuance ~~delivered;~~of ~~and~~any shares of our common stock or common stock equivalents; (ii) ~~since~~file any registration statement other than the prospectus for the Offering; or (iii) amend, modify or waive the terms of any securities outstanding on June 27, 2025, ~~there~~provided ~~shall~~that ~~have~~after ~~been~~90 nodays ~~material~~following ~~adverse~~the ~~change~~Closing (Date, we may issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ~~event~~shares of common stock or ~~events~~common ~~that,~~stock ~~individually~~equivalents so long as: (a) the price per share of common stock is at least $0.60; and/or in(b) the ~~aggregate~~conversion price, ~~with~~exercise price, or ~~without~~exchange ~~lapse~~rate per share of ~~time,~~common ~~could~~stock ~~reasonably~~underlying beany ~~expected~~common tostock ~~result~~equivalent inis aat ~~material~~least ~~adverse~~$0.60. ~~change)~~In inaddition, from the ~~results~~date of ~~operations,~~the ~~business~~Purchase ~~operations,~~Agreement ~~properties,~~until ~~assets,~~180 ~~condition~~days ~~(financial~~following orthe ~~otherwise)~~Closing Date, ~~customer~~subject ~~relations~~to certain exceptions, ~~business~~we ~~activities~~are prohibited from effecting or ~~business~~entering ~~prospects~~into an agreement to effect any issuance of ~~the~~common ~~Company~~stock ~~and~~or ~~its~~common ~~subsidiaries~~stock equivalents involving a Variable Rate Transaction (as defined in the Purchase Agreement).

~~•The~~Prefunded Company may not request, without Acuitas’ consent, that Acuitas purchase more than $1.5 million in principal amount of Seventh Amendment Demand Notes within any 30-day period, and to the extent the Company receives proceeds from a capital contribution or the issuance of any capital stock on or after June 27, 2025, Acuitas may, in its sole discretion, elect to reduce the amount of Committed Demand Notes to be purchased on a dollar-for-dollar basis.Warrants

•The ~~Seventh~~Prefunded ~~Amendment~~Warrants ~~Demand~~are ~~Notes~~immediately ~~will~~exercisable beand inmay ~~the~~be ~~same~~exercised ~~form~~at asan ~~the~~exercise ~~senior secured convertible promissory notes issued under the Sixth Amendment (the “Demand Notes”) except that the conversion~~ price of ~~the Seventh Amendment Demand Notes will be equal to the lesser of (i)~~ $0.~~9726~~0001 ~~and~~per ~~(ii)~~share ~~the greater~~ of ~~(a)~~Common ~~the~~Stock ~~closing~~at ~~price~~any oftime ~~the~~until ~~Company’s~~all ~~common~~of ~~stock on~~ the ~~trading~~Prefunded ~~day~~Warrants ~~that~~are isexercised ~~immediately prior to the applicable conversion date and (b) $0.3242,~~ in ~~each case, subject to customary adjustment for stock splits, stock dividends, stock combinations and similar transactions~~full.

•Acuitas agreed not to exercise its right to require that any amounts due under any Seventh Amendment Demand Note or Demand Note be paid until the earlier of (i) September 1, 2026 and (ii) 30 days following the date on which Acuitas has purchased $8.45 million in principal amount of Seventh Amendment Demand Notes.Warrants

~~•Unless and until the effective date of the Stockholder Approval (as defined below) occurs (such effective date~~Exercisability, ~~the “Stockholder Approval Effective Date”)~~Duration, ~~the~~Exercise ~~Company~~Price ~~will~~and ~~not issue any shares of its common stock in connection with the conversion of any Seventh Amendment Demand Note.~~Form

Each Warrant has an initial exercise price of $0.60 per share. The Warrants are not exercisable unless and until stockholder approval is obtained. Assuming stockholder approval is obtained, the Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Warrants to the extent that the holder would own more than 4.99% of the outstanding common stock immediately after exercise, except that upon at least 61 days’ prior notice

~~•In~~from ~~connection~~the ~~with~~holder ~~each~~to ~~Seventh Amendment Demand Note purchased by Acuitas~~us, the ~~Company~~holder ~~will~~may ~~issue~~increase tothe ~~Acuitas~~amount aof ~~warrant,~~ownership inof ~~the~~outstanding ~~form~~stock ~~attached~~after toexercising the ~~Sixth~~holder’s ~~Amendment~~warrants (aup ~~“Demand Warrant”),~~ to ~~purchase~~9.99% ~~such~~of the number of shares of ~~the~~our ~~Company’s~~ common stock ~~that~~outstanding ~~results~~immediately inafter ~~200%~~giving ~~warrant~~effect ~~coverage.~~to ~~Each~~the ~~Demand~~exercise, ~~Warrant~~as ~~will~~such ~~have~~percentage aownership ~~term~~is ofdetermined ~~five~~in ~~years~~accordance ~~and~~with ~~an initial exercise price equal to~~ the ~~closing~~terms ~~price~~ of the ~~Company’s~~warrants. Each ~~common~~warrant ~~stock~~may onbe ~~the~~exercised ~~date~~at onany ~~which~~time ~~the~~following ~~Company receives~~ the ~~funds~~date ~~evidenced~~of by the ~~applicable~~stockholder ~~Demand~~approval ~~Note,~~described ~~which~~above ~~initial~~and ~~exercise price~~ will beexpire ~~subject~~five toyears ~~further~~from ~~adjustment~~such ~~in accordance with the terms of the Demand Warrants~~date.

~~•The Company will not issue any Demand~~ Warrant inAdjustment connection with the issuance of any Seventh Amendment Demand Note issued after the initial $15.0 million in aggregate principal amount of Seventh Amendment Demand Notes and Demand Notes issued under the Existing Agreement unless and until the Stockholder Approval Effective Date occurs, and promptly as practicable following such date, the Company will issue each Demand Warrant that would have been issued through and including such date.Provisions

~~•Effective~~In asaddition ofto ~~the~~customary ~~Seventh~~adjustment ~~Amendment~~in ~~Stockholder Approval Effective Date,~~ the ~~conversion~~event ~~price~~ of ~~the~~stock ~~Demand~~dividends, ~~Notes~~stock ~~issued on March 28~~splits, ~~2025,~~reorganizations ~~May~~or 9,similar ~~2025,~~events ~~and~~affecting ~~May~~our ~~27,~~common ~~2025 (collectively~~stock, the ~~“Amended~~exercise ~~Demand~~price ~~Notes”) will be amended to be equal to the lesser~~ of ~~(i) $1.48 (for~~ the ~~Demand~~Warrants ~~Note issued on March 28, 2025), $1.64 (for the Demand Note issued on May 9, 2025),~~ and ~~$1.59 (for~~ the ~~Demand~~number ~~Note issued on May 27, 2025), and (ii) the greater~~ of ~~(a)~~shares ~~the closing price~~ of ~~the Company’s~~ common stock onissuable ~~the~~upon ~~trading~~exercise ~~day~~thereof ~~that~~are ~~is immediately prior to the applicable conversion date and (b) one-third of the dollar amount in clause (i) above, in each case,~~ subject to ~~customary~~ adjustment ~~for~~upon ~~stock splits, stock dividends, stock combinations and similar transactions. The dollar amounts in clause (i) of~~ the ~~preceding~~occurrence ~~sentence was the closing price~~ of the ~~Company’s~~events ~~common~~described ~~stock on the trading day on which the applicable Amended Demand Note was issued~~below.

•~~Acuitas~~Adjustment ~~waived~~for ~~any~~Dilutive ~~right~~Issuances. If while the Warrants are outstanding, we issue or sell, or are deemed to ~~require~~have ~~that~~issued or sold, any ~~net~~common ~~proceeds~~stock ~~the~~and/or ~~Company~~common ~~receives~~stock ~~from~~equivalents, another ~~equity~~than ~~financing~~in beconnection ~~applied~~with certain exempt issuances, for a consideration per share less than the exercise price in effect immediately prior to ~~pay~~such ~~any~~issuance ~~amounts~~or ~~due~~sale ~~under~~or ~~any~~deemed issuance or sale, then simultaneously with such issuance or sale or deemed issuance or sale, the exercise price of the ~~Seventh~~Warrants ~~Amendment~~then ~~Demand~~in ~~Notes~~effect will be reduced to the consideration per share at which the common stock or ~~Demand~~common ~~Notes~~stock ~~before~~equivalents ~~any~~were ~~amounts~~issued ~~due~~or ~~thereunder~~sold ~~become~~or ~~due~~deemed ~~and~~issued ~~payable~~or sold.

•~~The~~Alternative ~~Company~~Exercise isPrice ~~required~~Following toCertain ~~seek~~Issuances. ~~stockholder~~If ~~approval~~we ~~(the~~issue ~~“Stockholder~~or ~~Approval”)~~sell, inor ~~accordance~~enter ~~with~~into ~~the~~any ~~Nasdaq~~agreement ~~Stock~~to ~~Market~~issue ~~listing~~or ~~rules~~sell, ofany ~~(a)~~common ~~the~~stock, ~~issuance~~common ofstock ~~the~~equivalents, ~~Seventh~~or ~~Amendment Demand Notes~~rights, ~~the~~warrants ~~Demand~~or ~~Warrants~~options to bepurchase ~~issued~~shares ~~in connection with the Seventh Amendment Demand Notes and the warrants to be issued upon conversion~~ of ~~the~~our ~~Seventh~~capital ~~Amendment~~stock ~~Demand~~or ~~Notes,~~common ~~(b)~~stock ~~the~~equivalents ~~amendment~~that toare ~~the~~issuable ~~Amended~~or ~~Demand~~convertible ~~Notes~~into ~~contemplated~~or byexchangeable ~~the~~or ~~Seventh~~exercisable ~~Amendment,~~for ~~(c) the issuance of the~~ shares of ~~the Company’s~~ common stock ~~upon~~at ~~conversion~~a orprice ~~exercise,~~which asvaries ~~applicable,~~or ofmay ~~the~~vary ~~Seventh Amendment Demand Notes, the Demand Warrants to be issued in connection~~ with the ~~Seventh~~market ~~Amendment~~price ~~Demand Notes, Amended Demand Notes, and the warrants to be issued upon conversion~~ of ~~the~~our ~~Seventh~~common ~~Amendment Demand Notes~~stock, ~~and~~each ~~(d)~~Warrant ~~any~~holder ~~other~~will ~~terms~~have of the ~~Seventh Amendment that require approval of the Company’s stockholders under Nasdaq Stock Market listing rules. We intend to seek such stockholder approval by obtaining the written consent of Acuitas~~right, ~~which, as described~~ in ~~Item~~its ~~8.01~~sole ~~below~~discretion, ~~owned~~to asubstitute ~~majority~~the ofvariable ~~our~~price ~~outstanding~~for ~~common stock on~~ the ~~date~~exercise price of ~~the~~their ~~Seventh Amendment~~Warrant.

~~Agreements~~•Adjustment ~~with~~for ~~Holders~~Stock Combination Events. In the event of ~~Outstanding~~a ~~Warrants~~stock dividend, stock split, reorganization or similar event affecting our common stock (a “Stock Combination Event”), if the Event Market Price (as defined below) is less than the exercise price then in effect (after giving effect to customary adjustments thereto as a result of the event), then on the fifth trading day immediately following the Stock Combination Event, the exercise price will be reduced to the Event Market Price, subject to certain limitations. “Event Market Price” means, with respect to any Stock Combination Event, the lowest volume weighted average price during the period commencing five consecutive trading days immediately preceding the Stock Combination Event Date and ending five consecutive trading days immediately after the Stock Combination Event Date.

~~Also~~•Floor onPrice. ~~June~~In ~~27,~~no ~~2025,~~event ~~the~~will ~~holders of~~ the ~~warrants~~exercise toper ~~purchase~~share ~~shares~~ of ~~the Company’s~~ common stock the Company issued in the public offering it completed in November 2023 (such warrants, the “Public Offering Warrants”) entered into an agreement in favor of the Company (the “Public Offering Investor Agreement”) pursuant to which such holders agreed that: (a) in connection with the Seventh Amendment and the transactions contemplated thereby; (b) if the Company consummates the offering under its Registration Statement on Form S-1 (File No. 333-288099) initially filed with the U.S. Securities and Exchange Commission on June 17, 2025 (the “Offering”); and/or (c) both of (a) and (b), then the exercise price of the Public Offering Warrants then in effect would be ~~subject~~reduced to ~~the~~less ~~following~~than ~~adjustments (in lieu of the adjustments that would otherwise be made in accordance with the terms of the Public Offering Warrants): (i) the exercise price was reduced to~~ $0.~~9726~~19, atwhich ~~the time the Company entered into the Seventh Amendment; (ii) if~~ $0.~~9726~~19 is ~~greater~~subject ~~than the combined public offering price per share of the Company’s common stock and accompanying warrants issued in the Offering, then the exercise price will be further reduced~~ to ~~such~~customary ~~combined~~adjustments public offering price; (iii) if the exercise price, after being reduced pursuant to the preceding clause (i) and (ii), is greater than the lowest volume weighted average price (“VWAP”) of the Company’s common stock on any trading day during the five trading day period immediately following the public announcement of the Company entering into the Seventh Amendment, then the exercise price will be further reduced to the lowest VWAP on any trading day during such five trading day period; (iv) in the event ~~that the public announcement~~ of ~~the~~stock ~~Offering is not made on the same trading day as the public announcement of the Company entering into the Seventh Amendment~~dividends, ifstock ~~the exercise price~~splits, ~~after~~reorganizations ~~being~~or ~~reduced~~similar ~~pursuant~~events toaffecting ~~the~~our ~~preceding clause (i) and (ii), is greater than the lowest VWAP of the Company’s~~ common stock ~~on any trading day during such five trading day period immediately following the public announcement of the Offering, then the exercise price~~ .

•Adjustment to Number of Shares Issuable Upon Exercise. Simultaneously with any adjustment to the exercise price of the Warrants, the number of shares of common stock issuable upon exercise of the Warrants will be increased or decreased proportionally, such that the aggregate exercise price of the Warrants, after taking into account the adjustment in the exercise price, will be equal to the aggregate exercise price before the adjustment in the exercise price.

In the event of a fundamental transaction, as described in the Warrant, and generally including any reorganization, recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common stock, the holders of the warrants will be entitled to receive upon exercise thereof the kind and amount of securities, cash or other property that the holders would have received had they exercised the warrants immediately prior to such fundamental transaction, other than one in which a successor entity that is a publicly traded corporation (whose stock is quoted or listed for trading on a national securities exchange, including, but not limited to, the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market) assumes the Warrants such that the Warrants will be exercisable for the publicly traded common stock of such successor entity. Additionally, as more fully described in the Warrants, at the option of the holder thereof, the holder can receive consideration in the same type and form of an amount equal to the Black Scholes value (as defined in the Warrants) of such unexercised Warrants on the date of consummation of such transaction.

~~shall~~Placement beAgency ~~further reduced to the lowest VWAP on any trading day during such five trading day period; and (v) if any senior secured promissory note issued under the Keep Well~~ Agreement is converted into shares of the Company’s common stock at a conversion price less than the exercise price of the Public Offering Warrants then in effect, after giving effect to the preceding clauses (i), (ii). (iii) and (iv), and any adjustments pursuant to the terms of such Public Offering Warrant (other than Section 3(b) thereof), then the exercise price will be further reduced to such conversion price at such time of such conversion. In accordance with the terms of the Public Offering Warrants, upon each adjustment to exercise price thereof, the number of shares of common stock issuable upon exercise thereof increases proportionately such that after each adjustment to the exercise price, the aggregate exercise price payable upon exercise for the adjusted number of shares issuable upon exercise thereof will be the same as the aggregate exercise price in effect immediately prior to each such adjustment to the exercise price (without regard to any limitations on exercise contained in the Public Offering Warrants).

~~Also~~In connection with the Offering, on June 27, 2025, ~~Acuitas~~we ~~and~~entered ~~the~~into ~~holder~~a ~~of the warrant to purchase shares of the Company’s common stock the Company issued in the private~~ placement itagency ~~completed in November 2023 entered into an~~ agreement ~~in favor of the Company~~ (the “~~Acuitas and Private~~ Placement ~~Investor~~Agency Agreement”) ~~pursuant~~with toRoth ~~which~~Capital ~~Acuitas~~Partners, ~~and~~LLC ~~such~~(the ~~holder~~“Placement ~~agreed~~Agent”), toas the ~~adjustments~~exclusive toplacement ~~the~~agent ~~exercise~~for ~~price~~the ofOffering, ~~the~~pursuant ~~warrants~~to ~~they~~which ~~hold~~we ~~(and~~paid the ~~proportionate~~Placement ~~increase~~Agent ina ~~shares~~cash ~~issuable~~fee ~~upon~~of ~~exercise~~7% ~~thereof)~~of ~~as described above for~~ the ~~Public~~aggregate ~~Offering~~gross ~~Warrants~~proceeds (raised in ~~lieu of~~ the ~~adjustments~~Offering, ~~that~~plus ~~would~~reimbursement ~~otherwise~~of becertain ~~made~~expenses inand ~~accordance~~legal ~~with~~fees ~~the~~up ~~terms~~to ~~of such warrants)~~$125,000.

~~The~~Lock-Up ~~foregoing~~Agreements summaries of the Seventh Amendment, the Public Offering Investor Agreement, the Acuitas and Private Placement Investor Agreement do not purport to be complete and are qualified in their entirety by reference to copies of such documents, which are filed as exhibits to this report and incorporated by reference herein.

~~Item~~On ~~3.02 Unregistered~~June ~~Sales~~27, 2025, in connection with the Offering, each of ~~Equity~~our ~~Securities~~executive officers and directors and Terren Peizer, Chairman of Acuitas Capital LLC, entered into customary lock-up agreements pursuant to which such parties agreed, subject to certain exceptions, not to dispose of any shares of our common stock or securities convertible into or exchangeable for shares of our common stock during the period from June 27, 2025 continuing through the six months after the closing of the Offering.

The ~~information~~foregoing ~~set~~descriptions ~~forth~~of inthe ~~Item~~Purchase ~~1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. The Seventh Amendment Demand Notes~~Agreement, the ~~Demand~~Prefunded Warrants ~~issuable in connection therewith~~, the ~~shares~~Warrants, of the ~~Company’s~~Placement ~~common~~Agency ~~stock issuable upon exercise or conversion~~Agreement, asand ~~applicable, of~~ the ~~Seventh~~lock-up ~~Amendment~~agreements ~~Demand~~are ~~Notes~~not complete and ~~the~~are ~~Demand~~qualified ~~Warrants~~in ~~will~~their beentirety ~~issued~~by ~~pursuant~~reference to the ~~exemptions~~full ~~provided~~text inof ~~Section~~such ~~4(a)(2)~~agreements, ~~under~~copies ~~the~~or ~~Securities~~forms ~~Act~~ of ~~1933,~~which are filed as ~~amended,~~exhibits to this report and ~~Rule~~are ~~506(b)~~incorporated ~~promulgated~~by ~~thereunder~~reference herein.

Item 8.01 Other Events.

On Friday June 20, 2025, Humanitario Capital, LLC (“Humanitario”), an affiliate of Acuitas, exercised 500,000 pre-funded warrants to purchase shares of the Company’s common stock issued to Humanitario in connection with the Company’s private placement offering in November 2023. Humanitario received one share of common stock for each pre-funded warrant exercised. The pre-funded warrants had an exercise price of $0.0001 per share.

Immediately following the exercise of the pre-funded warrants, Acuitas owned 52% of the Company’s common stock, and beneficially owned 98% of the Company’s common stock. The Company did not deem this to be a change of control given the control that Acuitas and Humanitario had by virtue of their beneficial ownership prior to such exercise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Seventh Amendment to Master Note Purchase Agreement, dated as of June 27, 2025, by and between Ontrak, Inc., certain of its subsidiaries party thereto as guarantors, and Acuitas Capital LLC, as purchaser, and U.S. Bank Trust Company, National Association, as collateral agent.
4.1						Form of Prefunded Warrant
10.2						Form Agreement, dated as of June 27, 2025, by the parties thereto in favor of Ontrak, Inc.
4.2						Form of Warrant
10.3						Agreement, effective as of June 27, 2025, by Acuitas Capital LLC and Humanitario Capital LLC in favor of Ontrak, Inc.
10.1						Placement Agency Agreement, dated as of June 27, 2025, by and between Ontrak, Inc. and Roth Capital Partners, LLC
10.2						Form of Purchase Agreement
10.3						Form of Lock-up Agreement
99.1						Press released dated June 27, 2025
104						Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ontrak, Inc.
Date: June 30, 2025	By:	/s/ James J. Park
Date: July 3, 2025	By:	/s/ James J. Park
		James J. Park
		Chief Financial Officer

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