Ontrak (OTRK) Registration Filing summary

Company overview and business model

• Operates a value-based behavioral healthcare platform using analytics and human engagement to improve outcomes and reduce costs for payors.

• Focuses on members with behavioral conditions that exacerbate chronic medical issues, contracting with national and regional health plans.

• Revenue is generated from commercial and government-funded health insurance programs.

• Recent customer loss: a health plan representing 59% of 2024 revenue will not renew after December 2024.

• As of June 2025, has five late-stage sales prospects and 20 additional prospects, but no firm commitments.

Financial performance and metrics

• As of March 31, 2025, total cash was $4.1 million with negative working capital of $3.1 million.

• Average monthly cash burn rate from operations was $0.9 million for Q1 2025.

• $15.8 million outstanding under the Keep Well Agreement as of May 31, 2025, with $13.0 million payable after September 1, 2026 or earlier under certain conditions.

• Substantial doubt exists about ability to continue as a going concern; additional capital will be needed even after this offering.

Use of proceeds and capital allocation

• Estimated net proceeds of $6.0 million (assuming full sale at $1.50 per share and no pre-funded warrants), to be used for working capital and general corporate purposes.

• Proceeds may be required to pay down $5.0 million of August Demand Notes unless a new agreement is reached.

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