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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 18, 2022

Ontrak, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3193288-0464853
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)

2200 Paseo Verde Parkway, Suite 280, Henderson, NV 89052
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueOTRKThe NASDAQ Global Market
9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par valueOTRKPThe NASDAQ Global 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 2.05    Costs Associated with Exit or Disposal Activities.

On August 18, 2022, Ontrak, Inc. (the “Company”) approved a restructuring plan as part of management's cost saving measures in order to effectively align its resources, manage its operating costs and position it to optimize its business model and help align with its previously stated strategic initiatives.

Under the restructuring plan, the Company intends to reduce approximately 34% of positions and $7.7 million of annual compensation related costs, as well as approximately $3.0 million of annual third party costs. The Company estimates one-time costs of approximately $0.7 million of termination benefits to the impacted employees, including severance payments and benefits. The Company expects to complete the restructuring plan by the end of the third quarter of 2022 and expects to bring back capacity to scale appropriately as new or expanded customer relationships are onboarded from its pipeline.


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: August 19, 2022By:/s/ James J. Park
James J. Park
Chief Financial Officer



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