Ontrak Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$OTRK
Misc Health and Biotechnology Services
Health Care
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
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Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2024, Ontrak, Inc. (“we,” “us,” “our” or the “Company”) held its annual meeting of stockholders on September 10, 2024 at which the Company’s stockholders approved the proposal to give the Company’s board of directors (the “Board”) the authority, at its discretion, to file a certificate of amendment to the Company’s certificate of incorporation to effect a reverse split of the Company’s issued common stock (the “Common Stock”), at a ratio not less than 1-for-2 and not greater than 1-for-15, without reducing the authorized number of shares of Common Stock, with the exact ratio to be selected by the Board in its discretion and to be effected, if at all, in the sole discretion of the Board at any time following stockholder approval of the proposal and before September 10, 2025 without further approval or authorization of the Company’s stockholders.
Subsequently, the Board determined to effect a reverse split of the Common Stock (the “Reverse Stock Split”) at a ratio of 1-for-15 (the “Reverse Stock Split Ratio”).
On September 17, 2024, the Company filed a certificate of amendment to the Company’s certificate of incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split (the “Charter Amendment”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on September 23, 2024, and the Common Stock is expected to begin trading on a split-adjusted basis at the opening of trading on The Nasdaq Capital Market on September 23, 2024. The Common Stock will continue to trade under its existing symbol “OTRK,” but the Common Stock has been assigned a new CUSIP number (683373 401).
When the Reverse Stock Split becomes effective, every 15 shares of Common Stock issued, including shares held by the Company in treasury, if any, will automatically be reclassified and combined into one share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will instead automatically have their fractional interests rounded up to the next whole share, after aggregating the fractional interests of a holder resulting from the Reverse Stock Split. The Reverse Stock Split will affect all stockholders uniformly and will not change any stockholder’s percentage ownership interest or any stockholder’s proportionate voting power, except for changes that may result from the treatment of fractional shares. The Reverse Stock Split will not change the number of authorized shares of Common Stock or the par value per share of the Common Stock.
The Reverse Stock Split will reduce the number of issued and outstanding shares of Common Stock from approximately 48.0 million to approximately 3.2 million.
In addition, as a result of the Reverse Stock Split, proportionate adjustments will made in accordance with the applicable terms of outstanding securities and the Company’s stock incentive plans to the (a) per share exercise prices of, and the number of shares underlying, the Company’s outstanding stock options, (b) number of shares available for the grant of awards under the Company’s stock incentive plans, and (c) per share exercise prices of, and the number of shares underlying, outstanding warrants to purchase shares of the Company’s common stock.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is filed as an exhibit to this report and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On September 19, 2024, the Company issued a press release announcing the Reverse Stock Split, a copy of which is furnished as an exhibit to this report.
The information in this Item 7.01, including Exhibit 99.1 to this report, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The information contained in this Item 7.01 and Exhibit 99.1 shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 8.01 Other Events.
The information in Item 5.03 of report is incorporated herein by reference.
The Company has registration statements on Form S-3 (File Nos. 333-121634, 333-123772, 333-128544, 333-128931, 333-140114, 333-140593, 333-140594, 333-145906, 333-147188, 333-153053, 333-158407, 333-230475, 333-248770, and 333-259329) and registration statements on Form S-8 (File Nos. 333-282112, 333-278847, 333-269341, 333-268928, 333-267316, 333-266467, 333-263942, 333-261976, 333-251965, 333-237566, 333-229717, 333-229117, 333-222276, 333-173662, 333-153054, 333-149766, 333-136446, and 333-123773) on file with the SEC (collectively, the “Registration Statements”). SEC regulations permit the Company to incorporate by reference future filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3 and/or Form S-8. The information incorporated by reference is considered part of the prospectus included within each of those registration statements. Information in this Item 8.01 is intended to be automatically incorporated by reference into each of the active Registration Statements, thereby amending them. Pursuant to Rule 416(b) under the Securities Act of 1933, as amended, the amount of undistributed shares of Common Stock deemed covered by the Registration Statements are proportionately reduced as of the effective time of the Reverse Stock Split at the Reverse Stock Split Ratio.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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: September 19, 2024 | By: | /s/ James J. Park | |||||||||
| James J. Park | |||||||||||
| Chief Financial Officer | |||||||||||
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