| SEC FILE NUMBER | |||||
| 001-31932 | |||||
CUSIP NUMBER 683373401 | |||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 þ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR | ||||||||||||||||
| For Period Ended: | March 31, 2025 | ||||||||||||||||
| ☐ 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)
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)
þ | (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | ||||||
(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.
Ontrak, Inc. (the “Company,” “we,” “us” or “our”) is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 (“Form 10-Q”) within the prescribed time period without undue hardship and expense to the Company. As previously disclosed, on March 28, 2024, Ontrak, Inc. (the “Company”), entered into a sixth amendment to the master note purchase agreement with Acuitas Capital LLC (“Acuitas”), an entity indirectly wholly owned and controlled by Terren S. Peizer, the Company’s former executive chairman and largest stockholder (the “Sixth Amendment to the Keep Well Agreement”), pursuant to which the Company agreed to issue and sell to Acuitas, in Acuitas’ sole discretion, up to $15 million of promissory notes that are payable upon demand of the holder (each a “Demand Note”). The Company is in discussions with Acuitas to establish committed amounts to be funded under the Sixth Amendment to the Keep Well Agreement and otherwise. The Company needs additional time to complete such discussions and prepare appropriate subsequent event disclosures in the Company’s financial statements to be included in the Form 10-Q. Also, the Company needs additional time to finalize closing activities related to quarter-end close process and related matters. The Company is actively working on these activities and intends to file the Form 10-Q within the 5-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 (a) that it will complete activities necessary to permit the filing of the Form 10-Q within the Extension Period, (b) that it will file the Form 10-Q within the Extension Period, and (c) that 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 Form 10-Q. 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 the Form 10-Q in the time period it currently anticipates, that additional 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 Form 10-Q, and those risk factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and in its subsequent filings with the SEC. 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.
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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. As described above in Part III, the Company is actively working to finalize closing activities related to quarter-end close process and related matters for the three months ended March 31, 2025. As such, the Company is currently not able to reasonably estimate its financial condition and results of operations as of and for the three months ended March 31, 2025. | ||||||||
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 | May 16, 2025 | By | /s/ James J. Park | |||||||||||||||||
| James J. Park | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||
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