Ontrak Inc 2024年度报告

FORM10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___to _____ Ontrak, Inc.(Exact name of registrant as specified in its charter) __________________________ 88-0464853 Delaware(State or other jurisdiction of incorporation)(I.R.S. Employer Identification Number) 333 S. E. 2nd Avenue,Suite 2000Miami,FL33131(Address of principal executive offices, including zip code) (310)444-4300(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.0001 per shareOTRKTheNASDAQCapital Market Securities registered pursuant to Section12(g) of the Act:Not Applicable Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. No☑ Yes☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and(2)has been subject to such filing requirements for the past 90days. Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☑ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☑Smaller reporting company☑Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). No☑ As of the last business day of the registrant’s second fiscal quarter, the aggregate market value of the common stock held by non-affiliatesof the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was $4.0million basedon the $3.15 closing sales price of the registrant's common stock on The NASDAQ Capital Market on that date (adjusted for the 1:15reverse stock split effected on September 23, 2024). As of April 8, 2025, there were4,217,848shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents TABLE OF CONTENTS In this Annual Report on Form 10-K, all references to “Ontrak,” “Ontrak, Inc.,” “we,” “us,” “our” or the “Company” meanOntrak, Inc., its wholly-owned subsidiaries and variable interest entities, except where it is made clear that the term means only the parentcompany. The Company’s common stock, par value $0.0001 per share, is referred to as “common stock" and the Company’s 9.50% SeriesA Cumulative Perpetual Preferred Stock, par value $0.0001 per share, is referred to as “Series A Preferred Stock.” Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities LitigationReform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies,