IPO - Ontrak, Inc.

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Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Ipo

Type: New

Accession Number: 000162828025034303

Filing Summary: On June 30, 2025, Ontrak, Inc. completed a public offering, selling 2,366,665 shares of common stock, alongside prefunded warrants and warrants to purchase additional shares. The offering price was set at $0.60 per share with a total net proceeds of approximately $3.24 million intended for working capital and corporate purposes. The securities were offered under a Registration Statement on Form S-1 declared effective on June 26, 2025. A securities purchase agreement was also entered into with investors, stipulating certain restrictions on further issuance of common stock for a period of 180 days from the closing date. Lock-up agreements were arranged with executive officers and directors, preventing disposal of shares for six months post-offering. The company intends to utilize proceeds for various operational purposes.

Additional details:

Shares Issued: 2366665


Prefunded Warrants Issued: 4300002


Warrants Issued: 26666668


Net Proceeds: 3.24 million


Offering Price Per Share: 0.6


Prefunded Warrant Price: 0.5999


Purchase Agreement Date: 2025-06-27


Lock Up Period Months: 6


Form Type: S-1/A

Filing Date: 2025-06-20

Corporate Action: Ipo

Type: New

Accession Number: 000162828025032440

Filing Summary: Ontrak, Inc. has filed a pre-effective amendment to its registration statement on Form S-1 to offer up to 4,666,666 shares of common stock alongside 4,666,666 pre-funded warrants and 18,666,664 additional warrants to purchase common stock. The offering is designed for a public sale, targeted to commence as soon as practicable after the registration statement becomes effective. The company emphasizes the importance of obtaining stockholder approval for the warrants' exercise as required by Nasdaq. This registration aims to raise capital essential for operational needs, considering the company's challenging financial situation, including significant losses and negative working capital. The potential for delisting by Nasdaq due to compliance issues is also highlighted. Although the offering aims to provide necessary funds, there are substantial risks involving the company's ability to continue as a going concern and to secure the required regulatory approvals. The document outlines the terms of shares and warrants being offered, potential risks, including the market viability of these securities, and the implications of being classified as a smaller reporting company. Recent performance data and market conditions are discussed, noting the closing price of common stock at $1.50, which serves as a benchmark for pricing the securities being offered. Additionally, the company remains subject to ongoing litigation and regulatory scrutiny that may impact future operations.

Additional details:

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


Ipo Price Per Share: $1.50


Total Common Stock Offered: 4,666,666


Total Warrants Offered: 18,666,664


Total Prefunded Warrants Offered: 4,666,666


Exercise Price Prefunded Warrant: $0.0001


Floor Price: $0.30


Major Customers Lost: 4


Cash On Hand: $4.1 million


Negative Working Capital: $3.1 million


Largest Stockholder Percentage: 46%


Form Type: S-1

Filing Date: 2025-06-17

Corporate Action: Ipo

Type: New

Accession Number: 000143774925020574

Filing Summary: Ontrak, Inc. filed a Form S-1 registration statement for a proposed initial public offering (IPO) to sell up to 4,666,666 shares of common stock and accompanying warrants. The offering also includes pre-funded warrants contingent on shareholder approval, with a combined public offering price expected to be around $1.50 per share and four warrants. The proposed issuance is subject to obtaining stockholder approval to permit the exercise of warrants. The offering will terminate on an unspecified date in 2025 unless terminated earlier by the registrant. The company has experienced significant cash burn and may require additional capital to sustain operations, raising doubts about its ability to continue as a going concern. Ongoing litigation, potential delisting from Nasdaq, and other market risks could impact the company's financial condition. The offering is facilitated by Roth Capital Partners, LLC as the exclusive placement agent, and details of the placement agent fees and proceeds have been provided. The company operates primarily in the healthcare sector and has undergone a reverse stock split in September 2024 to adjust its stock value.

Additional details:

Approximate Date Of Commencement Of Proposed Sale: As soon as practicable after the effective date of this registration statement


Number Of Shares Offered: 4,666,666


Public Offering Price: $1.50


Placement Agent: Roth Capital Partners, LLC


Common Stock Symbol: OTRK


State Incorporation: Delaware


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


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