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(Address
of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (i310) i444-4300
(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
iCommon Stock, $0.0001 par value
iOTRK
iThe
NASDAQ Global Market
i9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value
iOTRKP
iThe
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):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 i☐
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.
On August 2, 2022, Ontrak, Inc. (the “Company”) entered into a securities purchase agreement with certain institutional
investors for the purchase and sale of 5,000,000 shares of its common stock at a purchase price of $0.80 per share in a registered direct offering priced at-the-market under Nasdaq rules (the “Offering”). The shares were sold through Roth Capital Partners, LLC, as placement agent (the “Placement Agent”) pursuant to a placement agency agreement entered into on August 2, 2022.
The shares of common stock issued in the Offering are being issued pursuant to a “shelf” registration statement (the “Registration Statement”) on Form S-3 (File No. 333-259329) previously filed with the U.S. Securities and Exchange Commission (“SEC”) on September 3,
2021, and declared effective by the SEC on September 16, 2021. A copy of the opinion of Sheppard Mullin Richter & Hampton LLP relating to the legality of the issuance and sale of the securities in the Offering is attached as Exhibit 5.1 hereto.
The closing of the Offering is expected to occur on August 4, 2022, subject to the satisfaction of customary closing conditions. Gross proceeds are expected to be $4,000,000, before deducting placement agent fees and related offering expenses. The Company may use all or a portion of the net proceeds from the Offering to pay off certain outstanding debt. Any remaining proceeds
will be used for general corporate purposes and working capital, including among other things, capital expenditures and research and development expenses.
The securities purchase agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties. The Placement Agent agreed to act on a reasonable best efforts basis in connection with the Offering. The Company agreed to pay the Placement Agent a cash fee of 7% of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent for up to $25,000 of its expenses.
The foregoing descriptions of the securities purchase agreement and the placement
agency agreement are not complete and are qualified in their entirety by reference to the form of such documents, copies of which are filed as Exhibits 10.1 and 10.2 to this report, respectively, and are incorporated by reference herein.
Cover Page Interactive Data File (formatted as Inline XBRL)
1
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.
