{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-23-004548","form_type":"8-K","ticker":null,"cik":"0001136174","company_name":"Ontrak, Inc.","filed_at":"2023-02-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.954347+00:00","generated_at":"2026-06-19T04:13:13.777994+00:00","sec_items":["3.02","5.07","5.01","8.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Ontrak stockholders approve reverse split and Keep Well deal; Acuitas Capital gains ~83% control","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-23-004548","json":"https://secwatch.observer/filing/0001628280-23-004548.json","markdown":"https://secwatch.observer/filing/0001628280-23-004548.md","text":"https://secwatch.observer/filing/0001628280-23-004548.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023004548/0001628280-23-004548-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023004548/cats-20230220.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-19T04:13:13.777994+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fbb1f7b83468102c0b50014c5010798248ec01a6","claim":"Ontrak, Inc. underwent a change of control involving Acuitas Capital.","evidence_excerpt":"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%.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023004548/0001628280-23-004548-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Acuitas Capital"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}