S-8

As filed with the Securities and Exchange Commission on January 20, 2023

Registration Statement No.  333−

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ontrak, Inc.

(Exact name of registrant as specified in its charter)

Delaware	88-0464853
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2200 Paseo Verde Parkway, Suite 280 Henderson, Nevada	89052
(Address of Principal Executive Offices)	(Zip Code)

Ontrak, Inc. 2017 Stock Incentive Plan

(Full title of the plan)

Terren S. Peizer
Chief Executive Officer
c/o Ontrak, Inc.
2200 Paseo Verde Parkway, Suite 280
Henderson, Nevada 89052

(Name and address of agent for service)

(310) 444-4300

(Telephone number, including area code, of agent for service)

With a copy to:
Mitchell S. Nussbaum
Norwood P. Beveridge
Lili TaheriLoeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the 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 for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

This Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act.

PART I

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement relates to securities of the same class as those to which prior effective registration statements on Form S-8 (File Nos. 333-222276, 333-229717, 333-251965, 333-261976, and 333-267316) relate (the “Existing S-8s”), and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Existing S-8s, except as otherwise set forth in this Registration Statement, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits. 

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Ontrak, Inc., incorporated by reference to Appendix A to Registrant’s Definitive Schedule 14C filed with the Securities and Exchange Commission on October 4, 2019.
3.2	Certificate of Amendment of the Certificate of Incorporation of Ontrak, Inc., incorporated by reference to Exhibit 3.1 of Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2020.
3.3	Certificate of Designations regarding Registrant’s 9.50% Series A Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020.
3.4	Amendment No. 1 to Certificate of Designations regarding the Registrants 9.50% Series A Cumulative Perpetual Preferred Stock, incorporated by reference to Exhibit 3.1 of the Registrant’s current report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2020.
3.5	Amended and Restated By-Laws of Ontrak, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2020.
5.1	Opinion of Loeb & Loeb LLP.
23.1	Consent of Loeb & Loeb LLP (included in Exhibit 5.1).
23.2	Consent of EisnerAmper LLP.
24.1	Power of Attorney (included on signature pages).
107.1	Calculation of Filing Fee Table.

1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, State of Nevada, on this 20th day of January, 2023.

Ontrak, Inc.

By:    /s/ Terren S. Peizer        
Name:    Terren S. Peizer
Title:    Chairman of the Board of Directors

and Chief Executive Officer                         

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Terren S. Peizer and James J. Park his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

2

Signature	Title	Date
/s/ Terren S. Peizer	Chairman of the Board and Chief Executive Officer	January 20, 2023
Terren S. Peizer
/s/ James J. Park	Chief Financial Officer	January 20, 2023
James J. Park	(Principal Financial and Accounting Officer)
/s/ Richard A. Berman	Director	January 20, 2023
Richard A. Berman
/s/ Michael Sherman	Director	January 20, 2023
Michael Sherman
/s/ James M. Messina	Director	January 20, 2023
James M. Messina

3

EX-FILING FEES

EXHIBIT 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

Ontrak, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit(2)	Maximum Aggregate Offering Price(2)	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.0001 per share	Rule 457(c) and 457(h)	815,024	$1.2915	$1,052,603.50	0.0001102	$116.00
Total Offering Amount					$1,052,603.50		$116.00
Total Fee Offsets							$0.00
Net Fee Due							$116.00

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares that may be offered or issued pursuant to the Ontrak, Inc. 2017 Stock Incentive Plan, as amended, as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee which was computed in accordance with Rule 457(c) and Rule 457(h)(1) under the Securities Act on the basis of the average of the high and low sales prices per share of the stock as reported on the Nasdaq Global Market on January 18, 2023.

EX-5.1

Exhibit 5.1

Loeb & Loeb LLP 345 Park Avenue
New York, NY 10154 Main    212.407.4000
Fax    212.407.4990

January 20, 2023

Ontrak, Inc.

2200 Paseo Verde Parkway, Suite 280

Henderson, NV 89052

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as counsel to Ontrak, Inc., a Delaware corporation (the "Company") in connection with the preparation of your Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), representing the registration of 815,024 additional shares (the “Shares”) of common stock, $0.0001 par value (the “Common Stock”) of the Company, under the Ontrak, Inc. 2017 Stock Incentive Plan, as amended (the “Plan”).

We have examined such corporate records, documents and matters of law as we have considered appropriate for the purposes of this opinion.

Based upon such examination and our participation in the preparation of the Registration Statement, is it our opinion that the Shares have been duly authorized and, when issued in the manner described in the Plan, will be validly issued, fully paid and non-assessable.

The opinion we express herein are limited to matters involving the Delaware General Corporation Law.

We consent to the reference made to our firm in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Sincerely,

/s/ Loeb & Loeb LLP

Loeb & Loeb LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Ontrak, Inc. on Form S-8 to be filed on or about January 20, 2023 of our report dated April 15, 2022, on our audits of the financial statements as of December 31, 2021 and 2020 and for each of the years then ended, which report was included in the Annual Report on Form 10-Kfiled April 15, 2022.

/s/ EisnerAmper LLP

EISNERAMPER LLP

Iselin, New Jersey

January 20, 2023