0001393825-25-000052.txt : 20250808 0001393825-25-000052.hdr.sgml : 20250808 20250808155553 ACCESSION NUMBER: 0001393825-25-000052 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250808 DATE AS OF CHANGE: 20250808 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: 251198186 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: Hudson Bay Capital Management LP CENTRAL INDEX KEY: 0001393825 ORGANIZATION NAME: EIN: 371511173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 290 HARBOR DR STREET 2: 3RD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 212-571-1244 MAIL ADDRESS: STREET 1: 290 HARBOR DR STREET 2: 3RD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: Hudson Bay Capital Management, L.P. DATE OF NAME CHANGE: 20070320 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001393825 XXXXXXXX LIVE Common Stock, $0.0001 par value 06/30/2025 0001136174 Ontrak, Inc. 683373401 333 S. E. 2ND AVENUE SUITE 2000 MIAMI FL 33131 Rule 13d-1(b) Hudson Bay Capital Management LP DE 0.00 812637.00 0.00 812637.00 812637.00 N 9.99 IA PN Includes 549,971 shares of Common Stock issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker. Sander Gerber X1 0.00 812637.00 0.00 812637.00 812637.00 N 9.99 HC IN Includes 549,971 shares of Common Stock issuable upon exercise of warrants. As more fully described in Item 4, these warrants are subject to a 9.99% beneficial ownership blocker and the percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) give effect to such blocker. Ontrak, Inc. 333 S. E. 2nd Avenue, Suite 2000, Miami, FL 33131 This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons." The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902. The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen. N IA HC The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 7,584,537 shares of common stock, $0.0001 par value (the "Common Stock") of Ontrak, Inc. (the "Company") outstanding as of June 30, 2025, which is the sum of (i) the 7,084,537 shares of Common Stock after giving effect to the completion of the offering described therein, as reported in the Company's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on June 30, 2025 and the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025 and (ii) the 500,000 shares of Common Stock issued by the Company upon exercise of certain warrants on June 20, 2024, as reported by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on June 30, 2025, and assumes the exercise of the warrants held by Hudson Bay Master Fund Ltd. (the "Securities"), subject to the 9.99% Blocker (as defined below). Pursuant to the terms of the Securities, the Reporting Persons cannot exercise such Securities if the Reporting Persons would beneficially own, after such exercise, more than 9.99% of the outstanding shares of Common Stock (the "9.99% Blocker"). The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each Reporting Person give effect to the 9.99% Blocker. The Investment Manager serves as the investment manager to Hudson Bay Master Fund Ltd., in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all shares of Common Stock and shares of Common Stock issuable upon exercise of the Securities, subject to the 9.99% Blocker, held by Hudson Bay Master Fund Ltd. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities. 9.99% The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Y N See Item 4(a). Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: August 8, 2025 HUDSON BAY CAPITAL MANAGEMENT LP By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER Hudson Bay Capital Management LP /s/ Sander Gerber 08/08/2025 Sander Gerber /s/ Sander Gerber 08/08/2025