0000921895-25-001966.txt : 20250707 0000921895-25-001966.hdr.sgml : 20250707 20250707201613 ACCESSION NUMBER: 0000921895-25-001966 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250707 DATE AS OF CHANGE: 20250707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ontrak, Inc. CENTRAL INDEX KEY: 0001136174 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 880464853 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79814 FILM NUMBER: 251109323 BUSINESS ADDRESS: STREET 1: 333 S. E. 2ND AVENUE STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 310 444 4300 MAIL ADDRESS: STREET 1: 333 S. E. 2ND AVENUE STREET 2: SUITE 2000 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: CATASYS, INC. DATE OF NAME CHANGE: 20110316 FORMER COMPANY: FORMER CONFORMED NAME: HYTHIAM, INC. DATE OF NAME CHANGE: 20101029 FORMER COMPANY: FORMER CONFORMED NAME: HYTHIAM INC DATE OF NAME CHANGE: 20031003 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIGGER CAPITAL FUND L P CENTRAL INDEX KEY: 0001288478 ORGANIZATION NAME: EIN: 900131165 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 159 JENNINGS RD CITY: COLD SPRING HARBOR STATE: NY ZIP: 11724 BUSINESS PHONE: 631-987-0235 MAIL ADDRESS: STREET 1: 159 JENNINGS RD CITY: COLD SPRING HARBOR STATE: NY ZIP: 11724 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001288478 XXXXXXXX LIVE Common Stock, $0.0001 par value 06/27/2025 0001136174 Ontrak, Inc. 683373401 333 S. E. 2ND AVENUE SUITE 2000 MIAMI FL 33131 Rule 13d-1(c) BIGGER CAPITAL FUND L P a DE 0.00 325000.00 0.00 325000.00 325000.00 N 4.59 PN Bigger Capital Fund GP, LLC a DE 0.00 325000.00 0.00 325000.00 325000.00 N 4.59 OO District 2 Capital Fund LP a DE 0.00 325000.00 0.00 325000.00 325000.00 N 4.59 PN District 2 Capital LP a DE 0.00 325000.00 0.00 325000.00 325000.00 N 4.59 PN District 2 GP LLC a DE 0.00 325000.00 0.00 325000.00 325000.00 N 4.59 OO District 2 Holdings LLC a DE 0.00 325000.00 0.00 325000.00 325000.00 N 4.59 OO Bigger Michael a X1 0.00 650000.00 0.00 650000.00 650000.00 N 9.17 IN Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000, Miami, FL 33131 Bigger Capital Fund, LP ("Bigger Capital") Bigger Capital Fund GP, LLC ("Bigger GP") District 2 Capital Fund LP ("District 2 CF") District 2 Capital LP ("District 2") District 2 GP LLC ("District 2 GP") District 2 Holdings LLC ("District 2 Holdings") Michael Bigger Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Bigger Capital Fund, LP 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Bigger Capital Fund GP, LLC 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 District 2 Capital Fund LP 175 W. Carver Street Huntington, NY 11743 District 2 Capital LP 175 W. Carver Street Huntington, NY 11743 District 2 GP LLC 175 W. Carver Street Huntington, NY 11743 District 2 Holdings LLC 175 W. Carver Street Huntington, NY 11743 Michael Bigger 11700 West Charleston Blvd., #170-659 Las Vegas, NV, 89135 Bigger Capital Fund, LP Delaware Bigger Capital Fund GP, LLC Delaware District 2 Capital Fund LP Delaware District 2 Capital LP Delaware District 2 GP LLC Delaware District 2 Holdings LLC Delaware Michael Bigger USA Y As of June 27, 2025, Bigger Capital beneficially owned 325,000 shares of Common Stock. The amount does not include: (i) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation, and (ii) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation. Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein. As of June 27, 2025, District 2 CF beneficially owned 325,000 shares of Common Stock. The amount does not include: (i) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation, and (ii) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation. District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF. District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF. District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the Issuer's securities described herein beneficially owned by District 2 CF Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the: (i) 325,000 shares of Common Stock beneficially owned by Bigger Capital, and (ii) 325,000 shares of Common Stock beneficially owned by District 2 CF. Does not include: (a) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, (b) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by Bigger Capital, (c) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF, and (d) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by District 2 CF. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities. The following percentages are based on 7,084,537 shares of Common Stock outstanding immediately after the offering (assuming no exercise of the Pre-Funded Warrants nor exercise of the Warrants), based upon the Issuer's Prospectus filed under Rule 424(b)(5) with the Securities and Exchange Commission on June 30, 2025. As of June 27, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 4.58% of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District Holdings may be deemed to beneficially own 4.59% of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.17% of the outstanding shares of Common Stock. Does not include: (a) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by Bigger Capital, (b) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by Bigger Capital, (c) 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants, which were subject to a 9.99% beneficial ownership limitation owned by District 2 CF, and (d) 4,166,668 shares of Common Stock issuable upon exercise of Warrants, the exercise of which are subject to shareholder approval and a 4.99% beneficial ownership limitation owned by District 2 CF. Regarding Item5 below, after June 27, 2025, each of Bigger Capital and District 2 CF sold Common Stock, including all the Common Stock issuable upon the exercise of the Pre-Funded Warrants that they held. Accordingly, as of July 7, 2025, Bigger Capital holds 123,098 shares of Common Stock and Warrants to purchase 4,166,668 shares of Common Stock and District 2 CF holds 123,008 shares of Common Stock and Warrants to purchase 4,166,668 shares of Common Stock. Mr. Bigger, as of July 7, 2025 may be deemed to beneficially own the Common Stock and Warrants held by Bigger Capital and District 2 CF. As the exercise of the Warrants may not occur until after shareholder approval is obtained and are also subject to a 4.99% beneficial ownership limitation, as of the close of business on July 7, 2025, none of Bigger Capital, District 2 CF, Mr. Bigger or collectively with their affiliated entities, are the owners of at least 5.00% of the Issuer's Common Stock. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. N Y Y Y N See Exhibit 99.1. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. 99.1 - Joint Filing Agreement BIGGER CAPITAL FUND L P /s/ Michael Bigger Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner 07/07/2025 Bigger Capital Fund GP, LLC /s/ Michael Bigger Michael Bigger, Managing Member 07/07/2025 District 2 Capital Fund LP /s/ Michael Bigger Michael Bigger, Managing Member of District 2 GP LLC, its general partner 07/07/2025 District 2 Capital LP /s/ Michael Bigger Michael Bigger, Managing Member 07/07/2025 District 2 GP LLC /s/ Michael Bigger Michael Bigger, Managing Member 07/07/2025 District 2 Holdings LLC /s/ Michael Bigger Michael Bigger, Managing Member 07/07/2025 Bigger Michael /s/ Michael Bigger Michael Bigger 07/07/2025 EX-99.1 2 ex991to13g10022otrk_070725.htm

Exhibit 99.1

Joint Filing Agreement

The undersigned hereby agree that the Statement on Schedule 13G dated July 7, 2025 with respect to the shares of Common Stock of Ontrak, Inc. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

BIGGER CAPITAL FUND L P
 
By:

/s/ Michael Bigger

  
  Michael Bigger, Managing Member of Bigger Capital Fund GP, LLC, its general partner
Date: 07/07/2025

 

Bigger Capital Fund GP, LLC
 
By:

/s/ Michael Bigger

  
  Michael Bigger, Managing Member
Date: 07/07/2025

 

District 2 Capital Fund LP
 
By:

/s/ Michael Bigger

  
  Michael Bigger, Managing Member of District 2 GP LLC, its general partner
Date: 07/07/2025

 

District 2 Capital LP
 
By:

/s/ Michael Bigger

  
  Michael Bigger, Managing Member
Date: 07/07/2025

 

District 2 GP LLC
 
By:

/s/ Michael Bigger

  
  Michael Bigger, Managing Member
Date: 07/07/2025

 

District 2 Holdings LLC
 
By:

/s/ Michael Bigger

  
  Michael Bigger, Managing Member
Date: 07/07/2025

 

Bigger Michael
 
By:

/s/ Michael Bigger

  
  Michael Bigger
Date: 07/07/2025