{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-23-008088","form_type":"8-K","ticker":null,"cik":"0001136174","company_name":"Ontrak, Inc.","filed_at":"2023-03-15T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.954958+00:00","generated_at":"2026-06-18T01:41:27.705071+00:00","sec_items":["2.02","2.05","3.01","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Ontrak Q4 rev $2.5M (-76%); net loss $(9.1)M; 19% layoffs; Nasdaq listing transfer","bullets":["Q4 2022 revenue $2.5M, down 76% YoY from $10.4M; net loss $(9.1)M or $(0.42) diluted EPS.","Adjusted EBITDA loss $(6.1)M; non-GAAP net loss $(7.6)M or $(0.36) per share.","Reduced workforce by 19%, saving ~$2.7M annual compensation; one-time severance $0.3M.","Nasdaq listing transferred to Capital Market; extended to Sept 11, 2023 to regain $1 bid price."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-23-008088","json":"https://secwatch.observer/filing/0001628280-23-008088.json","markdown":"https://secwatch.observer/filing/0001628280-23-008088.md","text":"https://secwatch.observer/filing/0001628280-23-008088.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023008088/0001628280-23-008088-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023008088/cats-20230309.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-18T01:41:27.705071+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":"911ed618e8d228aba2b424b8469c37ffa13ed305","claim":"Ontrak, Inc. reported the fourth quarter and year ended December 31, 2022 results: revenue $2.5 million, net income $(9.1) million, EPS $(0.42) diluted net loss per common share.","evidence_excerpt":"Revenue for the fourth quarter of 2022 was $2.5 million, representing a 76% decrease compared to the same period in 2021.","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023008088/0001628280-23-008088-index.htm","confidence":0.9,"family_label":"Earnings Releases","details":[{"label":"Period","value":"the fourth quarter and year ended December 31, 2022"},{"label":"Revenue","value":"$2.5 million"},{"label":"Net income","value":"$(9.1) million"},{"label":"EPS","value":"$(0.42) diluted net loss per common share"},{"label":"Result","value":"reported results"}],"fact_type":"earnings_release"},{"claim_id":"b42dee0070893c823907eb99f0580a90b674f68f","claim":"Ontrak, Inc. reported the year ended December 31, 2022 results: revenue $14.5 million.","evidence_excerpt":"Q4 Revenue of $2.5 million and Full Year Revenue of $14.5 million","evidence_source":"SEC 8-K Item 2.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023008088/0001628280-23-008088-index.htm","confidence":0.9,"family_label":"Earnings Releases","details":[{"label":"Period","value":"the year ended December 31, 2022"},{"label":"Revenue","value":"$14.5 million"},{"label":"Result","value":"reported results"}],"fact_type":"earnings_release"},{"claim_id":"b84ae56b0a47a48d27f8cc7a6b705b016cde762e","claim":"Ontrak, Inc. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).","evidence_excerpt":"March 14, 2023, the Company received notice from Nasdaq that the Company’s application was approved and that the Company is eligible for an additional 180-calendar day period, or until September 11, 2023, to regain compliance with the Minimum Bid Price Requirement. Both the Company’s common stock and 9.50% Series A Cumulative Perpetual Preferred Stock will be transferred to The Nasdaq Capital Market at the opening of business on March 16, 2023. If at any time during the 180-calendar day period, the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of 10","evidence_source":"SEC 8-K Item 3.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023008088/0001628280-23-008088-index.htm","confidence":0.9,"family_label":"Listing & Compliance Notices","details":[{"label":"Exchange","value":"nasdaq"},{"label":"Notice","value":"noncompliance notice"},{"label":"Deficiency","value":"minimum bid price"},{"label":"Rules","value":"5450(a)(1), 5810(c)(3)(A)"}],"fact_type":"exchange_compliance_notice"},{"claim_id":"4a8611d1df2caaa1412afda7c92e1ac3841f37da","claim":"Ontrak, Inc. announced a restructuring with charges of approximately $0.3 million (approximately 19% of the Company’s employee positions were eliminated).","evidence_excerpt":"on March 9, 2023, the Company implemented additional headcount reductions wherein approximately 19% of the Company’s employee positions were eliminated. These headcount reductions are expected to result in a reduction of approximately $2.7 million of the Company’s annual compensation costs. The Company estimates one-time costs of approximately $0.3 million of termination benefits to the impacted employees, including severance payments and benefits. The headcount reductions were completed by March 10, 2023.","evidence_source":"SEC 8-K Item 2.05/2.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1136174/000162828023008088/0001628280-23-008088-index.htm","confidence":0.9,"family_label":"Restructurings & Charges","details":[{"label":"Type","value":"restructuring"},{"label":"Charge","value":"approximately $0.3 million"},{"label":"Headcount","value":"approximately 19% of the Company’s employee positions were eliminated"}],"fact_type":"restructuring_charge"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}