Item 2.02 Results of Operations and Financial Condition.

On March 15, 2023, Ontrak, Inc. (the "Company") issued a press release announcing its financial results for the quarter and year ended December 31 2022. 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 2.05 Costs Associated with Exit or Disposal Activities.

As part of the Company's continued cost saving measures and to reduce its operating costs and to help align with its previously stated strategic initiatives, on March 9, 2023, the Company implemented additional headcount reductions wherein approximately 19% of the Company's employee positions were eliminated. These headcount reductions are expected to result in a reduction of approximately $2.7 million of the Company's annual compensation costs. The Company estimates one-time costs of approximately $0.3 million of termination benefits to the impacted employees, including severance payments and benefits. The headcount reductions were completed by March 10, 2023.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on September 14, 2022, the Company received a letter from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company no longer meets the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement") because the closing bid price for the Company's common stock was less than $1.00 for the previous 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company had a 180-calendar day grace period, or until March 13, 2023, to regain compliance with the Minimum Bid Price Requirement. On March 7, 2023, the Company applied to transfer the listing of its common stock from The Nasdaq Global Market to The Nasdaq Capital Market. On March 14, 2023, the Company received notice from Nasdaq that the Company's application was approved and that the Company is eligible for an additional 180-calendar day period, or until September 11, 2023, to regain compliance with the Minimum Bid Price Requirement. Both the Company's common stock and 9.50% Series A Cumulative Perpetual Preferred Stock will be transferred to The Nasdaq Capital Market at the opening of business on March 16, 2023. If at any time during the 180-calendar day period, the closing bid price of the Company's common stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance, and the matter will be closed, unless Nasdaq exercises its discretion to require the Company to maintain a closing bid price for its common stock of at least $1.00 per share for more than 10 consecutive business days. In connection with the Company's application to transfer to The Nasdaq Capital Market, the Company notified Nasdaq of the Company's intention to cure the non-compliance with the Minimum Bid Price Requirement during the additional compliance period, such as by effecting a reverse stock split, if necessary. If the Company does not regain compliance with the Minimum Bid Price Requirement by September 11, 2023, Nasdaq will provide written notification that the Company's securities will be delisted. At that time, the Company expects to be afforded seven days to request that a Nasdaq hearings panel review the delisting determination. If the Company makes such request, the Company expects that its appeal will be heard by a Nasdaq hearing panel within 45 days of its request for a hearing. A timely request for a hearing will ordinarily stay the suspension and delisting action pending the issuance of a written panel decision. The Company is monitoring the closing bid price of its common stock and will consider options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.    Description
99.1      Press Release, da    ted     March 15,     202    3    .
104    Cover Page Interactive Data File (formatted as Inline XBRL).



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