0001136174FALSE00011361742024-11-132024-11-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2024
Ontrak, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
Delaware | | 001-31932 | | 88-0464853 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
333 S. E. 2nd Avenue, Suite 2000, Miami, FL 33131
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (310) 444-4300
(Former name or former address, if changed since last report.)
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.0001 par value | OTRK | The NASDAQ Capital Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On November 13, 2024, Ontrak, Inc. (the “Company”) issued a press release announcing its expected financial results for the quarter ended September 30, 2024. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.
The information set forth under this “Item 2.02. Results of Operations and Financial Condition,” including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (formatted as Inline XBRL).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | |
| | Ontrak, Inc. |
| | | |
Date: November 13, 2024 | | By: | /s/ James J. Park |
| | | James J. Park |
| | | Chief Financial Officer |
Exhibit 99.1
| | | | | |
| News Release For Immediate Release |
Ontrak Health Announces 2024 Third Quarter Financial Results
•Q3 Revenue of $2.6 million, down 31%% year over year
•Q3 Operating loss of $(5.1) million, a 26% increase year over year
•Q3 Adjusted EBITDA of $(3.3) million, a 24% decline year over year
•Company announces expansion of behavioral health solutions with Sentara Health for Commercial and Marketplace members
•Company begins enrollment of new members into Ontrak's WholeHealth+ solution under a new contract with a large northeast regional health plan and announces expansion of its services with Ontrak Quality solution
•Company announces a reverse split of its common stock at a ratio of 1-for-15, which was effective at 12:01 a.m. Eastern Time on September 23, 2024
•Company to Host Conference Call at 4:30 pm ET Today
Miami, FL – November 13, 2024 – Ontrak, Inc. (NASDAQ: OTRK) (“Ontrak” or the “Company”), a leading AI-powered and technology-enabled behavioral healthcare company, today reported its financial results for the third quarter ended September 30, 2024.
Management Commentary
Brandon LaVerne, Ontrak Health’s Chief Executive Officer, stated, “I am thrilled that we have now secured two new regional health plan customers and four health plan expansions since January of this year, spanning a range of plan types, including Medicaid, HARP, Commercial and now Marketplace, showcasing the versatility of our offerings, which include WholeHealth+, Engage and our new Quality solution. We are enthusiastic about the tremendous progress we are making with our multiple product offerings and believe activity in our pipeline is accelerating, bringing prospects further down the funnel, and faster. The opportunities at the bottom of our sales funnel alone represent a significant inflection in our growth going forward, and if executed, could nearly double our revenues under contract.”
Third Quarter 2024 Financial Results Highlights
All common share and per share amounts presented herein for all prior periods have been retroactively adjusted to reflect the impact of the previously announced reverse stock split (see below for more information).
•Revenue for the third quarter of 2024 was $2.6 million, representing a 31% decrease compared to the same period in 2023.
•Operating loss for the third quarter of 2024 was $(5.1) million compared to an operating loss of $(4.1) million for the same period in 2023.
•Adjusted EBITDA for the third quarter of 2024 was $(3.3) million compared to adjusted EBITDA of $(2.6) million for the same period in 2023.
•Net loss for the third quarter of 2024 was $(5.6) million, or a $(1.77) diluted net loss per common share (after deduction for undeclared preferred stock dividends), compared to net loss of $(6.4) million, or a $(26.47) diluted net loss per common share (after deduction for undeclared preferred stock dividends) for the same period in 2023.
•Non-GAAP net loss for the third quarter of 2024 was $(3.9) million, or a $(1.38) non-GAAP diluted net loss per common share (after deduction for undeclared preferred stock dividends), compared to non-GAAP net loss of $(5.7)
million, or a $(24.15) non-GAAP diluted net loss per common share (after deduction for undeclared preferred stock dividends) for the same period in 2023.
Adjusted EBITDA, non-GAAP net loss and non-GAAP diluted net loss per common share are non-GAAP financial measures. See our description and reconciliation of such non-GAAP measures at the end of this release.
Third Quarter 2024 and Recent Operating Highlights
•Total enrolled members in our WholeHealth+ program numbered 2,007 at the end of Q3 2024, compared to 1,752 at the end of Q2 2024 and 2,297 at the end of Q3 2023.
•Total callable outreach pool for WholeHealth+ was 6,689 at September 30, 2024 compared to 7,511 at June 30, 2024 and 9,377 at September 30, 2023. Total callable outreach pool for Ontrak Engage, one of the segmented solutions within WholeHealth+ which we began offering on an à la carte basis in Q2 2024, was 498 at September 30, 2024.
•On November 2, 2024, the Company executed an expansion of its strategic partnership with an existing customer. This expansion represents the new offering of the Company's Engage solution, a coaching-specific alternative for members who would benefit from ongoing care coaching to help them address physical and behavioral health challenges and social needs. The addition of the Engage solution is a result of the Company’s innovative Advanced Engagement System which allows for targeted outreach to members more broadly across a larger population of members. Outreach is expected to begin this week for this new targeted population.
•In August 2024, the Company announced the signing of a 2-year strategic partnership with a large, regional health plan in the northeast, aimed at delivering a proactive, predictive and personalized behavioral health solution to its members in New York with chronic comorbidities and unaddressed behavioral health utilizing our WholeHealth+ and Engage solutions. In the beginning of October 2024, the Company began enrollment process and began providing WholeHealth+ services to this health plan's enrolled members. In late October 2024, the Company entered into an expanded partnership with this health plan customer to provide Ontrak Quality solution, which the Company recently launched and focuses on behavioral health metrics according to Healthcare Effectiveness Data and Information Set (HEDIS) and broadens access to services for Commercial, Medicaid and Health and Recovery Plan (HARP) members, not enrolled in the WholeHealth+ program, identified by the health plan as needing recommended behavioral healthcare services.
•On October 2, 2024, the Company was notified by a health plan customer of its intent not to continue using the Company’s services after December 2024. For the three and nine months ended September 30, 2024, the Company billed this customer approximately $1.7 million and $4.9 million, respectively, representing 68% and 64% of the Company's revenue for the three and nine months ended September 30, 2024, respectively.
•On September 17, 2024, the Company filed a certificate of amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware implementing a reverse split at ratio of 1-for-15. Any fractional share of the Company's common stock resulting from the reverse split was automatically rounded up to the nearest whole share. The Company's common stock began trading on the NASDAQ Capital Market on a post-split basis at the open of trading on September 23, 2024, and continues to trade under the symbol “OTRK,” but has been assigned a new CUSIP number (683373401).
•In September 2024, the Company announced findings of significant improvement in quality of life of members with various mental health conditions participating in Ontrak's WholeHealth+ program from the first two-quarters of data collected through its implementation of Recovering Quality of Life (ReQoL) measure, which is now a standard component of Ontrak's clinical model.
•In September 2024, the Company launched Ontrak Quality, its latest product offering designed to help healthcare payers, providers and stakeholders close gaps in care, thereby improving quality measures and ultimately quality scores. Quality scores play a vital role in shaping the healthcare landscape, impacting reimbursement rates, star ratings, and patient outcomes. This latest innovation continues Ontrak’s expansion of its Advanced Engagement System to solve healthcare organizations’ toughest problems. Ontrak Health's new product offering provides a comprehensive solution to identify, manage, and close care gaps through a combination of advanced technology, robust data management, and personalized patient outreach. The product is designed to address key quality measures such as HEDIS (Healthcare Effectiveness Data and Information Set) and Star Ratings, which are widely used by organizations like the Centers for Medicare & Medicaid Services (CMS) for quality assessment in Medicare Advantage plans and by many state Medicaid programs.
•In August 2024, the Company announced its partnership with MosaicVoice, a pioneer in AI-powered voice technology, to transform healthcare delivery and patient outcomes for Ontrak and its members. The strategic partnership aims to create a more connected, intelligent, and patient-centric healthcare ecosystem by integrating advanced voice and AI technologies. MosaicVoice's AI technology offers real-time, dynamic guidance and conversation analysis, helping care teams maintain meaningful and compliant patient interactions. The solution actively listens to conversations, ensures adherence to care delivery protocols, and guides care teams with prompts that enhance patient engagement. This technology can detect patient sentiment, surface care opportunities, and provide immediate feedback to support care providers.
•In August 2024, the Company announced the achievement of the HITRUST Risk-based, 2-year (r2) certification of the customer data exchange elements of its Ontrak Advanced Engagement System. This certification underscores Ontrak's unwavering commitment to maintaining the highest standards of data security and regulatory compliance. The HITRUST CSF certification for Ontrak's Advanced Engagement System not only exemplifies our commitment to the gold standard in data protection and compliance but also ensures that our Ontrak Identify product suite, a core component of its WholeHealth+ solution, operates at the forefront of secure, AI-driven healthcare engagement, offering peace of mind to our partners and unparalleled care for our members. The HITRUST CSF ® certification is a comprehensive and flexible framework that combines healthcare-specific security, privacy, and regulatory requirements from existing frameworks such as HIPAA, NIST, ISO, and COBIT.
Financial Outlook
The following outlook is based on information available as of the date of this press release and is subject to change in the future.
For the quarter ending December 31, 2024, the Company estimates revenue in the range of $2.9 million to $3.2 million.
Conference Call & Webcast Details
The Company will host a conference call/webcast today at 4:30 pm ET/1:30 pm PT. Investors, analysts, employees and the general public can access the call by registering online for dial-in information or via live audio webcast at: https://ontrakhealth.com/investors/presentations-events. Participants interested in dialing in to the conference call are requested to register a day in advance or at a minimum 15 minutes before the start of the call to obtain a unique pin for the call.
A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.
About Ontrak, Inc.
Ontrak Health (Nasdaq: OTRK) is a leading AI-powered and technology-enabled behavioral healthcare company, whose mission is to help improve the health and save the lives of as many people as possible. Ontrak identifies, engages, activates and provides care pathways to treatment for the most vulnerable members of the behavioral health population who would otherwise fall through the cracks of the healthcare system. We engage individuals with anxiety, depression, substance use disorder and chronic disease through personalized care coaching and customized care pathways that help them receive the treatment and advocacy they need, despite the socio-economic, medical and health system barriers that exacerbate the severity of their comorbid illnesses. The company’s integrated intervention platform uses AI, predictive analytics and digital interfaces combined with dozens of care coach engagements to deliver improved member health, better healthcare system utilization, and durable outcomes and savings to healthcare payors.
Learn more at www.ontrakhealth.com.
Forward-Looking Statements
This press release contains “forward-looking” statements that are based on the Company’s beliefs and assumptions and on information currently available to the Company on the date of this press release and are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,” “should,” “believes,” “estimates,” “projects,” “potential,” “expects,” “plan,” “anticipates,” “intends,” “continues,” “forecast,” “designed,” “goal,” or the negative of those words or other comparable words. Forward-looking statements may include, but are not limited to, the Company’s belief that it
will be successful in returning to sustained growth, that its strategy will accelerate the Company’s return to growth by converting new customers and expand with existing customers, the Company's ability to convert its pipeline of prospects into active customers, the Company's ability to maximize its differentiated platform and deliver return on investment for customers, the Company’s revenue on a per member per month basis, gross margin estimates and the Company's estimated revenue for quarter ending September 30, 2024. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied by forward-looking statements, including, without limitation, risks related to: the Company’s ability to successfully execute on its strategy and business plan; the Company’s ability to increase its revenue and efficiently manage expenses and achieve profitability; the Company’s high customer concentration and the ability of its customers to terminate their contracts for convenience; the adequacy of the Company’s existing cash resources and anticipated capital commitments and future cash requirements to enable the Company to continue as a going concern; the Company’s ability to raise additional capital when needed; difficulty enrolling new members and maintaining existing members in the Company’s programs; the effectiveness of the Company’s treatment programs; lower than anticipated eligible members under the Company’s contracts; the Company’s dependence on key personnel and the Company’s ability to recruit and retain key personnel; the Company’s ability to maintain the listing of its stock on Nasdaq; the federal jury's conviction of the Company’s largest stockholder and former Chief Executive Officer and Chairman of one count of securities fraud and two counts of insider trading, and whether governmental authorities will institute separate investigations or proceedings against the Company and/or its current or former executives and/or directors; substantial regulation in the health care industry; changes in regulations or issuance of new regulations or interpretations; the Company’s limited operating history; difficulty in developing, exploiting and protecting proprietary technologies; business disruption and related risks; general economic conditions, nationally and globally, and their effect on the market for our service; intense competition and competitive pressures and trends in the Company’s industry and the Company’s ability to successfully compete; changes in laws, regulations, or policies; and risks related to the Company’s ability to realize the potential benefits of and to effectively integrate acquisitions. For a further list and description of the risks and uncertainties the Company faces, please refer to the Company’s most recent Securities and Exchange Commission filings which are available on its website at http://www.sec.gov. Forward-looking statements are current only as of the date they are made and the Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Non-GAAP Financial Measures
To supplement its consolidated financial statements, which are prepared and presented in accordance with U.S. generally accepted accounting principles, or GAAP, the Company has provided in this press release and the quarterly conference call held on the date hereof certain non-GAAP financial measures. The non-GAAP financial measures presented include EBITDA, Adjusted EBITDA, Non-GAAP net loss, and Non-GAAP net loss per common share, which are not U.S. GAAP financial measures. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance. We further believe that these financial measures are useful financial metrics to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business.
EBITDA consists of net loss before interest, taxes, depreciation and amortization expenses. Adjusted EBITDA consists of net loss before interest, taxes, depreciation, amortization, stock-based compensation, restructuring, severance and related costs, gain on termination of operating lease, and gain/loss on change in fair value of warrant liability. We believe that making such adjustments provides investors meaningful information to understand our results of operations and the ability to analyze our financial and business trends on a period-to-period basis.
Non-GAAP net loss consists of net loss adjusted for debt issuance costs expensed related to Demand Notes, Demand Warrants expensed related to Demand Notes, stock-based compensation, restructuring, severance and related costs, gain on termination of operating lease and gain/loss on change in fair value of warrant liability. Non-GAAP net loss per common share consists of loss per share adjusted for non-GAAP net loss attributable to common stockholders. We believe that making such adjustments provides investors meaningful information to understand our results of operations and the ability to analyze our financial and business trends on a period-to-period basis.
We believe the above non-GAAP financial measures are commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term EBITDA, Adjusted EBITDA, Non-GAAP net loss and Non-GAAP net loss per common share may vary from that of others in our industry. None of EBITDA, Adjusted EBITDA, Non-GAAP net loss or Non-GAAP net loss per common share should be considered as an alternative to net loss before taxes, net loss, net loss per common share or any other performance measures derived in accordance with U.S. GAAP as measures of performance.
See the Reconciliation of Non-GAAP Measures table at the end of this press release for a reconciliation of the Non-GAAP financial measures to U.S. GAAP financial measures.
Contact
For Investors:
Ryan Halsted
Gilmartin Group
investors@ontrakhealth.com
ONTRAK, INC.
Consolidated Statements of Operations
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
Revenue | $ | 2,569 | | | $ | 3,715 | | | $ | 7,700 | | | $ | 9,204 | | | | | |
Cost of revenue | 975 | | | 1,040 | | | 2,794 | | | 2,691 | | | | | |
Gross profit | 1,594 | | | 2,675 | | | 4,906 | | | 6,513 | | | | | |
| | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | |
Research and development | 1,224 | | | 1,552 | | | 3,328 | | | 4,733 | | | | | |
Sales and marketing | 780 | | | 822 | | | 2,003 | | | 2,649 | | | | | |
General and administrative | 4,697 | | | 4,365 | | | 12,712 | | | 14,593 | | | | | |
Restructuring, severance and related costs | — | | | — | | | 290 | | | 457 | | | | | |
Total operating expenses | 6,701 | | | 6,739 | | | 18,333 | | | 22,432 | | | | | |
Operating loss | (5,107) | | | (4,064) | | | (13,427) | | | (15,919) | | | | | |
| | | | | | | | | | | |
Other income, net | 2 | | | 38 | | | 5 | | | 324 | | | | | |
Debt issuance costs | — | | | — | | | (5,921) | | | — | | | | | |
Interest expense, net | (475) | | | (2,392) | | | (984) | | | (6,009) | | | | | |
Loss before income taxes | (5,580) | | | (6,418) | | | (20,327) | | | (21,604) | | | | | |
Income tax benefit, net | — | | | — | | | — | | | 80 | | | | | |
Net loss | (5,580) | | | (6,418) | | | (20,327) | | | (21,524) | | | | | |
Dividends on preferred stock - undeclared | (2,239) | | | (2,239) | | | (6,716) | | | (6,716) | | | | | |
Net loss attributable to common stockholders | $ | (7,819) | | | $ | (8,657) | | | $ | (27,043) | | | $ | (28,240) | | | | | |
| | | | | | | | | | | |
Net loss per common share, basic and diluted | $ | (1.77) | | | $ | (26.47) | | | $ | (6.29) | | | $ | (87.70) | | | | | |
| | | | | | | | | | | |
Weighted-average common shares outstanding, basic and diluted | 4,420 | | | 327 | | | 4,297 | | | 322 | | | | | |
ONTRAK, INC.
Consolidated Balance Sheets
(in thousands, except share and per share data)
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
Assets | (unaudited) | | |
Current assets: | | | |
Cash | $ | 7,966 | | | $ | 9,701 | |
| | | |
Accounts receivable, net | 29 | | | — | |
Unbilled receivables | 446 | | | 207 | |
| | | |
Deferred costs | 165 | | | 128 | |
Prepaid expenses and other current assets | 1,562 | | | 2,743 | |
Total current assets | 10,168 | | | 12,779 | |
Long-term assets: | | | |
Property and equipment, net | 509 | | | 913 | |
| | | |
Goodwill | 5,713 | | | 5,713 | |
Intangible assets, net | — | | | 99 | |
Other assets | 5,850 | | | 147 | |
Operating lease right-of-use assets | 158 | | | 195 | |
Total assets | $ | 22,398 | | | $ | 19,846 | |
Liabilities and stockholders' equity | | | |
Current liabilities: | | | |
Accounts payable | $ | 490 | | | $ | 563 | |
Accrued compensation and benefits | 653 | | | 442 | |
Deferred revenue | 60 | | | 97 | |
Demand notes payable, net | 5,751 | | | — | |
Current portion of operating lease liabilities | 65 | | | 56 | |
Other accrued liabilities | 1,638 | | | 2,784 | |
| | | |
Total current liabilities | 8,657 | | | 3,942 | |
Long-term liabilities: | | | |
Long-term debt, net | 2,169 | | | 1,467 | |
Long-term operating lease liabilities | 117 | | | 166 | |
| | | |
| | | |
Total liabilities | 10,943 | | | 5,575 | |
Commitments and contingencies | | | |
Stockholders' equity: | | | |
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,770,265 shares issued and outstanding at each of September 30, 2024 and December 31, 2023 | — | | | — | |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 3,400,240 and 2,564,465 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively | 7 | | | 6 | |
Additional paid-in capital | 502,436 | | | 484,926 | |
Accumulated deficit | (490,988) | | | (470,661) | |
Total stockholders' equity | 11,455 | | | 14,271 | |
Total liabilities and stockholders' equity | $ | 22,398 | | | $ | 19,846 | |
ONTRAK, INC.
Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | |
| For the Nine Months Ended September 30, | |
| 2024 | | 2023 | |
Cash flows from operating activities | | | | |
Net loss | $ | (20,327) | | | $ | (21,524) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Stock-based compensation expense | 2,506 | | | 2,340 | | |
| | | | |
Write-off of other asset | — | | | 100 | | |
Paid-in-kind interest expense | 787 | | | 3,110 | | |
Gain on termination of operating lease | — | | | (471) | | |
Depreciation expense | 507 | | 876 | | |
Amortization expense | 281 | | | 3,924 | | |
| | | | |
| | | | |
Change in fair value of warrant liability | (5) | | | (26) | | |
Debt issuance costs expensed related to Demand Notes | 3,262 | | | — | | |
Demand Warrants expensed related to Demand Notes | 2,659 | | | — | | |
| | | | |
| | | | |
| | | | |
| | | | |
Changes in operating assets and liabilities: | | | | |
Accounts receivable | (29) | | | 761 | | |
Unbilled receivables | (239) | | | 102 | | |
Prepaid expenses and other assets | 1,017 | | | 917 | | |
Accounts payable | (72) | | | (736) | | |
Deferred revenue | (37) | | | (27) | | |
Leases liabilities | (41) | | | (154) | | |
Other accrued liabilities | 590 | | | (1,074) | | |
Net cash used in operating activities | (9,141) | | | (11,882) | | |
Cash flows from investing activities | | | | |
Purchase of property and equipment | (102) | | | (196) | | |
Net cash used in investing activities | (102) | | | (196) | | |
Cash flows from financing activities | | | | |
Proceeds from Demand Notes | 7,000 | | | — | | |
Proceeds from Keep Well Notes | — | | | 8,000 | | |
Proceeds from warrants exercised | 1,963 | | | — | | |
| | | | |
Proceeds from Keep Well Agreement held in escrow | — | | | 6,000 | | |
| | | | |
| | | | |
| | | | |
| | | | |
Debt issuance costs | — | | | (449) | | |
| | | | |
| | | | |
| | | | |
Finance lease obligations | — | | | (126) | | |
Financed insurance premium payments | (1,455) | | | (1,830) | | |
Payment of taxes related to net-settled stock awards | — | | | (3) | | |
Net cash provided by financing activities | 7,508 | | | 11,592 | | |
| | | | |
Net change in cash and restricted cash | (1,735) | | | (486) | | |
| | | | |
Cash and restricted cash at beginning of period | 9,701 | | | 9,713 | | |
Cash and restricted cash at end of period | $ | 7,966 | | | $ | 9,227 | | |
| | | | |
| | | | |
Supplemental disclosure of cash flow information: | | | | |
Interest paid | $ | 52 | | | $ | 55 | | |
Income taxes paid | 5 | | | 3 | | |
Non-cash financing and investing activities: | | | | |
Debt issuance costs | $ | 10,651 | | | $ | 266 | | |
Warrants issued in connection with Demand Notes | 3,766 | | | — | | |
Warrants issued in connection with Keep Well Notes | — | | | 11,034 | | |
Loss on extinguishment of debt with related party | 521 | | | 2,153 | | |
| | | | |
Financed insurance premium | 228 | | | 284 | | |
| | | | | | | | | | | | |
Finance lease and accrued purchases of property and equipment | — | | | 23 | | |
Common stock issued to settle contingent consideration | 64 | | | — | | |
| | | | |
| | | | |
| | | | |
ONTRAK, INC.
Reconciliation of Non-GAAP Measures
(in thousands, except per share data)
Reconciliation of Operating Loss to EBITDA and Adjusted EBITDA
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Operating loss | | $ | (5,107) | | | $ | (4,064) | | | $ | (13,427) | | | $ | (15,919) | |
Depreciation expense | | 98 | | | 286 | | | 507 | | | 876 | |
Amortization expense (1) | | 12 | | | 332 | | | 135 | | | 1,074 | |
EBITDA | | (4,997) | | | (3,446) | | | (12,785) | | | (13,969) | |
Stock-based compensation expense | | 1,712 | | | 797 | | | 2,506 | | | 2,340 | |
Restructuring, severance and related costs (2) | | — | | | — | | | 290 | | | 457 | |
| | | | | | | | |
Adjusted EBITDA | | $ | (3,285) | | | $ | (2,649) | | | $ | (9,989) | | | $ | (11,172) | |
| | | | | | | | |
Reconciliation of Net Loss to Non-GAAP Net Loss; and Net Loss per Common Share to Non-GAAP Net Loss per Common Share
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2024 | | 2023 | | 2024 | | 2023 |
Net loss | | $ | (5,580) | | | $ | (6,418) | | | $ | (20,327) | | | $ | (21,524) | |
Debt issuance costs expensed related to Demand Notes (3) | | — | | | — | | | 3,262 | | — | |
Demand Warrants expensed related to Demand Notes (4) | | — | | | — | | | 2,659 | | — | |
Stock-based compensation expense | | 1,712 | | 797 | | | 2,506 | | 2,340 | |
| | | | | | | | |
Restructuring, severance and related costs (2) | | — | | | — | | | 290 | | 457 | |
| | | | | | | | |
Gain on change in fair value of warrant liability | | (1) | | | (38) | | | (5) | | | (26) | |
| | | | | | | | |
| | | | | | | | |
Gain on termination of operating lease (5) | | — | | | — | | | — | | | (471) | |
Non-GAAP net loss | | (3,869) | | | (5,659) | | | (11,615) | | | (19,224) | |
Dividends on preferred stock - undeclared | | (2,239) | | | (2,239) | | | (6,716) | | | (6,716) | |
Non-GAAP net loss attributable to common stockholders | | $ | (6,108) | | | $ | (7,898) | | | $ | (18,331) | | | $ | (25,940) | |
| | | | | | | | |
Net loss per common share - basic and diluted | | $ | (1.77) | | | $ | (26.47) | | | $ | (6.29) | | | $ | (87.70) | |
Non-GAAP net loss per common share - basic and diluted | | (1.38) | | | (24.15) | | | (4.27) | | | (80.56) | |
Weighted-average common shares outstanding - basic and diluted | | 4,420 | | | 327 | | | 4,297 | | | 322 | |
| | | | | | | | |
| | | | | | | | |
_______________________
(1) Relates to operating and financing right-of-use assets and acquired intangible assets.
(2) Includes one-time severance and related benefit costs related to reduction in workforce plans announced in February 2024 and March 2023 as part of Company's continued cost savings measure.
(3) Represents the proportionate amount of deferred debt issuance costs expensed during the three and six months ended June 30, 2024 relative to the Demand Notes that have been issued as of June 30, 2024.
(4) Relates to relative fair value of Demand Warrants issued in connection with each Demand Notes issued as of June 30, 2024.
(5) Relates to gain realized on derecognition of ROU operating asset and related lease liability due to early termination of the lease of the office space located in Santa Monica, CA in February 2023.
v3.24.3
Cover
|
Nov. 13, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Document Period End Date |
Nov. 13, 2024
|
Entity Registrant Name |
Ontrak, Inc.
|
Entity Incorporation, State or Country Code |
DE
|
Entity File Number |
001-31932
|
Entity Tax Identification Number |
88-0464853
|
Entity Address, Address Line One |
333 S. E. 2nd Avenue
|
Entity Address, Address Line Two |
Suite 2000
|
Entity Address, City or Town |
Miami
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33131
|
City Area Code |
310
|
Local Phone Number |
444-4300
|
Title of 12(b) Security |
Common Stock, $0.0001 par value
|
Trading Symbol |
OTRK
|
Security Exchange Name |
NASDAQ
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Entity Central Index Key |
0001136174
|
Amendment Flag |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Ontrak (NASDAQ:OTRK)
Historical Stock Chart
From Oct 2024 to Nov 2024
Ontrak (NASDAQ:OTRK)
Historical Stock Chart
From Nov 2023 to Nov 2024