Ontrak (OTRK) Registration Filing summary

Company overview and business model

• Operates as a value-based behavioral healthcare company using a proprietary analytics platform to identify and engage individuals with behavioral health conditions that exacerbate chronic medical issues, aiming to improve outcomes and reduce costs for healthcare payors.

• Provides integrated, technology-enabled solutions combining analytics, predictive modeling, and human engagement, serving both commercial and government-funded health insurance programs in the U.S.

• Revenue is generated from contracts with national and regional health plans, with a focus on expanding eligible member populations through new and existing contracts.

Financial performance and metrics

• As of March 31, 2025, held $4.1 million in cash and had negative working capital of $3.1 million; average monthly cash burn rate was $0.9 million for Q1 2025.

• Outstanding debt under the Keep Well Agreement was approximately $15.8 million as of May 31, 2025, with $13.0 million payable after September 1, 2026 or 30 days after certain conditions.

• Significant customer concentration: one customer represented 59% of 2024 revenue and will not renew after December 2024.

• Substantial doubt exists about the ability to continue as a going concern, even after the offering proceeds.

Use of proceeds and capital allocation

• Estimated net proceeds of $6.0 million (assuming full sale at $1.50 per share), to be used for working capital and general corporate purposes.

• Acuitas may require proceeds to be used to pay down $5.0 million of Committed Demand Notes.

• Management has broad discretion over use of funds; proceeds may be invested in short-term, investment-grade instruments pending use.