Ontrak, Inc.: M&A transaction — Ontrak stockholders approve reverse split and Keep Well deal; Acuitas Capital gains ~83% control

Ontrak, Inc.

Stockholders approved reverse stock split (4:1 to 6:1) and Keep Well Proposal for $10M additional funding from Acuitas Capital.
Acuitas Capital's beneficial ownership rises to ~83% after issuance of 2,038,133 shares, exchange warrants, and convertible notes.
New Keep Well Notes convertible at $0.40/share; warrants exercisable at $0.45; potential issuance of up to 200M+ shares if fully converted/exercised.
Company entered into Stockholders Agreement requiring at least three independent directors and approval of related-party transactions by independent directors.
Charter amendment filed to remove Article EIGHTH (tax loss carryover restrictions) effective Feb 21, 2023.

item 3.02 item 5.07 item 5.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Ontrak, Inc. underwent a change of control involving Acuitas Capital.

Action: change of control
Counterparty: Acuitas Capital

Exact text from the filing

Immediately following the issuance of the Additional Commitment Shares, the Exchange Warrants, and the Exchange Notes, Acuitas Capital’s beneficial ownership of the Company’s capital stock was approximately 83%.

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Source: SEC EDGAR

accession 0001628280-23-004548

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