---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-24-013577"
form_type: "8-K"
ticker: null
cik: "0001136174"
company_name: "Ontrak, Inc."
filed_at: "2024-03-28T23:59:59+00:00"
generated_at: "2026-06-04T05:45:30.066661+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Ontrak enters $15M senior secured convertible note facility with Acuitas; warrants at 200% coverage

## Summary
- Issued $1.5M initial demand note to Acuitas on April 1, 2024; Acuitas may purchase up to $13.5M additional notes through March 2025.
- Each demand note includes a warrant with 200% coverage; initial warrant exercise price capped at $0.36 (lower of $0.36 or 80% of bid).
- All outstanding keep well warrants to be replaced with new warrants at $0.36 exercise price, contingent on stockholder approval.
- Stockholder approval required for warrant issuances and conversion shares; conversion price of existing note amended to lesser of $0.36 or 80% of bid.
- Public offering warrant holders agreed to reduce exercise price to $0.36 or lowest VWAP in 5-day period following announcement.

## SEC filing metadata
- accession: 0001628280-24-013577
- form_type: 8-K
- cik: 0001136174
- company_name: Ontrak, Inc.
- filed_at: 2024-03-28T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1136174/000162828024013577/0001628280-24-013577-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1136174/000162828024013577/cats-20240328.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-24-013577
- JSON: https://secwatch.observer/filing/0001628280-24-013577.json
- Plain text: https://secwatch.observer/filing/0001628280-24-013577.txt

## Key facts
- Material Agreements
  Ontrak, Inc. entered into Sixth Amendment with Acuitas Capital LLC and U.S. Bank Trust Company, National Association (effective 2024-03-28).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Acuitas Capital LLC and U.S. Bank Trust Company, National Association
  - Effective: 2024-03-28
  source text: Ontrak, Inc. (the “Company,” “we,” “us” or “our”), certain of its subsidiaries, Acuitas Capital LLC (“Acuitas”) and U.S. Bank Trust Company, National Association, entered into an amendment (the “Sixth Amendment”) to the Master Note Purchase Agreement, dated as of April 15, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1136174/000162828024013577/0001628280-24-013577-index.htm
- Material Agreements
  Ontrak, Inc. entered into Public Offering Investor Waiver with holders of the warrants to purchase shares of the Company’s common stock the Company issued in connection with the public offering it completed in November 2023 (effective 2024-03-28).
  - Action: entry
  - Counterparty: holders of the warrants to purchase shares of the Company’s common stock the Company issued in connection with the public offering it completed in November 2023
  - Effective: 2024-03-28
  source text: the Company and the holders of the warrants to purchase shares of the Company’s common stock the Company issued in connection with the public offering it completed in November 2023 (such warrants, the “Public Offering Warrants”), entered into a waiver and consent agreement (the “Public Offering Investor Waiver”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1136174/000162828024013577/0001628280-24-013577-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.