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Document/Exhibit Description Pages Size 1: S-3/A Pre-Effective Amendment to Registration Statement HTML 73K - Securities for a Transaction
Document |
As filed with the Securities and Exchange Commission on September 30, 2020 Registration No. 333- 248770 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 |
Delaware (State or other jurisdiction of incorporation or organization) | 2120 Colorado Avenue, #230 (310) 444-4300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) | 88-0464853 (I.R.S. Employer Identification Number) |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
Mitchell
S. Nussbaum, Esq. Norwood P. Beveridge, Jr. Esq. Lili Taheri, Esq. Loeb & Loeb LLP 345 Park Avenue (212) 407-4000 (telephone number) (212) 407-4990 (facsimile number) | Dean
Colucci, Esq. Michelle Geller, Esq. Leigh Krafchek, Esq. Duane Morris LLP One Riverfront Plaza 1037 Raymond Boulevard, Suite 1800 Newark, NJ 97102 (973) 424-2020 (telephone number) (973) 556-1406 (facsimile number) |
Large accelerated filer ☐ | Accelerated filer ☒ | Non-accelerated filer ☐ | Smaller
reporting company ☐ | ||||||||
Emerging growth company ☐ |
Title of each class of securities to be registered | Amount to be Registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share | 2,000,000 | $24.9125 | $49,825,000 | $6,467.29 | ||||||||||
Common Stock, $0.0001 par value per share | 1,000,000(2) | $62.62(3) | $62,620,000 | —(2) | ||||||||||
Total | $6,467.29(4) |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine. |
AMOUNT | |||||
SEC registration fee | $6,467.29 | ||||
Legal fees and expenses | 100,000* | ||||
Accounting fees and expenses | 30,000* | ||||
Miscellaneous expenses | 8,510* | ||||
Total | $144,977.29 |
Exhibit No. | Description | |||||||
1.1 | ||||||||
3.1 | ||||||||
3.2 | ||||||||
3.3 | ||||||||
3.4 | ||||||||
4.1 | ||||||||
4.2 | Form of specimen certificate for preferred stock of registrant, if any. (1) | |||||||
4.3 | Certificate of designation for preferred stock, if any. (1) | |||||||
5.1 | ||||||||
23.1 | ||||||||
23.2 | ||||||||
24.1 |
a. | The undersigned Registrant hereby undertakes: |
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
i. | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
iii. | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the registration statement; |
2. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
3. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
4. | That, for the purpose of determining liability under the Securities Act to any purchaser: |
i. | Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
ii. | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
5. | That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
i. | Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; |
ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; |
iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and |
iv. | Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. |
b. | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
c. | The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering. |
d. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
ONTRAK, INC. | |||||||||||||||||||||||||||||
By: | /s/ Terren S. Peizer | ||||||||||||||||||||||||||||
Name: | Terren S. Peizer | ||||||||||||||||||||||||||||
Title: | Chairman of the Board of Directors and Chief Executive Officer |
Signature | Title | Date | ||||||||||||||||||||||||
/s/ Terren S. Peizer | Chairman and Chief Executive Officer | September 30, 2020 | ||||||||||||||||||||||||
Terren S. Peizer | (Principal Executive Officer) | |||||||||||||||||||||||||
/s/ Brandon H. LaVerne | Chief Financial Officer | September 30, 2020 | ||||||||||||||||||||||||
Brandon LaVerne | (Principal Financial and Accounting Officer) | |||||||||||||||||||||||||
* | Director | September 30, 2020 | ||||||||||||||||||||||||
Richard A. Berman | ||||||||||||||||||||||||||
* | Director | September 30, 2020 | ||||||||||||||||||||||||
Edward Zecchini | ||||||||||||||||||||||||||
* | Director | September 30, 2020 | ||||||||||||||||||||||||
Michael Sherman | ||||||||||||||||||||||||||
* | Director | September 30, 2020 | ||||||||||||||||||||||||
Robert Rebak | ||||||||||||||||||||||||||
* | Director | September 30, 2020 | ||||||||||||||||||||||||
Diane Seloff | ||||||||||||||||||||||||||
* | Director | September 30, 2020 | ||||||||||||||||||||||||
Gustavo Giraldo | ||||||||||||||||||||||||||
* | Director | September 30, 2020 | ||||||||||||||||||||||||
Katherine B. Quinn | ||||||||||||||||||||||||||
*By /s/ Brandon H. LaVerne | Attorney in Fact | September 30, 2020 | ||||||||||||||||||||||||
Brandon H. LaVerne | ||||||||||||||||||||||||||
This ‘S-3/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 9/30/20 | 10-Q, 8-K | ||
9/28/20 | ||||
List all Filings |
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