Latest news with #Form8-K
Business Wire
2 days ago
- Business
- Business Wire
Stock Option Award and Restricted Stock Unit Award Granted as Inducement to Thomas Snyder, New President and Chief Executive Officer of TriMas
BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--TriMas (NASDAQ: TRS) today announced that, as previously disclosed in a Current Report on Form 8-K filed on June 9, 2025 with the Securities and Exchange Commission, the Company has made an inducement grant to Thomas Snyder, the newly-appointed President and Chief Executive Officer of TriMas. As approved by the Company's Board of Directors and Compensation Committee pursuant to Rule 5635(c)(4) of the Nasdaq Stock Market Listing Rules, the inducement grant was made on June 24, 2025, and consists of: (1) a time-based, premium-priced and non-qualified stock option award to purchase 900,000 shares of the Company's common stock; and (2) a time-based restricted stock unit award consisting of 152,439 restricted stock units. The stock options and restricted stock units were granted outside of the terms and conditions of the TriMas Corporation 2023 Equity and Incentive Compensation Plan as an inducement to Mr. Snyder's acceptance of employment with the Company. Each of the inducement grants is generally subject to continued employment and the terms of the respective award agreement for such grant. The stock option grant consists of five tranches, with the first tranche covering 100,000 shares, and each of the remaining tranches covering 200,000 shares. The five tranches have premium exercise prices of $30, $35, $40, $45 and $50 per share, respectively, and each tranche will generally vest ratably over a five-year period from the date of grant. The stock option grant will generally have a 10-year term from the date of grant, and will be subject to pro-rata vesting (equivalent to another portion of each tranche) for Mr. Snyder's termination due to death or disability or Mr. Snyder's involuntary termination without cause or for good reason, as well as double-trigger vesting in the event of a change in control of the Company (or anticipatory termination within 90 days prior to such a change in control). The restricted stock units will generally vest ratably over a three-year period from the date of grant, subject generally to accelerated vesting for termination due to death or disability or involuntary termination without cause or for good reason, as well as double-trigger vesting in the event of a change in control of the Company. About TriMas TriMas manufactures a diverse set of products primarily for the consumer products, aerospace and industrial markets through its TriMas Packaging, TriMas Aerospace and Specialty Products groups. Our approximately 3,900 dedicated employees in 13 countries provide customers with a wide range of innovative and quality product solutions through our market-leading businesses. Our TriMas family of businesses has strong brand names in the markets served, and operates under a common set of values and strategic priorities under the TriMas Business Model. TriMas is publicly traded on the NASDAQ under the ticker symbol 'TRS,' and is headquartered in Bloomfield Hills, Michigan. For more information, please visit Notice Regarding Forward-Looking Statements Any "forward-looking" statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, contained herein, including those relating to TriMas' business, financial condition or future results, involve risks and uncertainties with respect to, including, but not limited to: general economic and currency conditions; competitive factors; market demand; our ability to realize our business strategies; our ability to identify attractive acquisition candidates, successfully integrate acquired operations or realize the intended benefits of such acquisitions; pressures on our supply chain, including availability of raw materials and inflationary pressures on raw material and energy costs, and customers; the performance of our subcontractors and suppliers; risks and uncertainties associated with intangible assets, including goodwill or other intangible asset impairment charges; risks associated with a concentrated customer base; information technology and other cyber-related risks; risks related to our international operations, including, but not limited to, risks relating to tensions between the United States and China; government and regulatory actions, including, without limitation, climate change legislation and other environmental regulations, as well as the impact of tariffs, quotas and surcharges; changes to fiscal and tax policies; intellectual property factors; uncertainties associated with our ability to meet customers' and suppliers' sustainability goals and achieve our sustainability goals in alignment with our own announced targets; litigation; contingent liabilities relating to acquisition activities; interest rate volatility; our leverage; liabilities imposed by our debt instruments; labor disputes and shortages; the disruption of operations from catastrophic or extraordinary events, including, but not limited to, natural disasters, geopolitical conflicts and public health crises, the amount and timing of future dividends and/or share repurchases, which remain subject to Board approval and depend on market and other conditions; our future prospects; and other risks that are detailed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The risks described are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements, except as required by law.
Business Wire
2 days ago
- Business
- Business Wire
Cantor Equity Partners III, Inc. Announces Closing of $276 Million Initial Public Offering
NEW YORK--(BUSINESS WIRE)--Cantor Equity Partners III, Inc. (Nasdaq: CAEP) (the 'Company') announced today that it closed its initial public offering of 27,600,000 Class A ordinary shares at $10.00 per share, which was upsized, including 3,600,000 Class A ordinary shares issued pursuant to the full exercise by the underwriters of their over-allotment option. The shares began trading on the Nasdaq Global Market under the symbol 'CAEP' on June 26, 2025. Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of shares, $276,000,000 was placed into the Company's trust account. An audited balance sheet of the Company as of June 27, 2025, reflecting receipt of the proceeds from the consummation of the initial public offering and such private placement, will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission. Cantor Fitzgerald & Co. acted as the sole book-running manager for the offering. About Cantor Equity Partners III, Inc. Cantor Equity Partners III, Inc. is a blank check company sponsored by Cantor Fitzgerald and led by Chairman and Chief Executive Officer Brandon Lutnick. Cantor Equity Partners III, Inc. was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region, but the Company intends to focus on a target in an industry where it believes the Company's management teams' and affiliates' expertise will provide the Company with a competitive advantage, including the financial services, digital assets, healthcare, real estate services, technology and software industries. A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (the 'SEC') on June 25, 2025. The offering has been made only by means of a prospectus, copies of which may be obtained by contacting Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor New York, New York 10022; Email: prospectus@ Copies of the registration statement can be accessed through the SEC's website at This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the anticipated use of the net proceeds of the offering as described in the offering prospectus, are subject to risks and uncertainties, including those set forth in the Risk Factors section of the Company's registration statement and prospectus for the offering filed with the SEC, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Yahoo
2 days ago
- Business
- Yahoo
The AZEK Company Stockholders Approve Transaction with James Hardie
CHICAGO, June 27, 2025--(BUSINESS WIRE)--The AZEK Company Inc. (NYSE: AZEK) ("AZEK" or the "Company"), the industry-leading manufacturer of beautiful, low-maintenance and environmentally sustainable outdoor living products, including TimberTech® Decking and Railing, AZEK® and Versatex® Trim and StruXure® pergolas, today announced that its stockholders have voted to approve all proposals related to the Company's proposed transaction with James Hardie Industries plc ("James Hardie") at its Special Meeting of Stockholders. As previously announced, under the terms of the merger agreement and subject to the completion of the transaction, AZEK stockholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange for each share of AZEK common stock owned. "We thank our stockholders for their overwhelming support of this transaction," said Jesse Singh, CEO of The AZEK Company. "This is a transformative moment for our company and our people. By combining with James Hardie, we are bringing together two purpose-driven teams with complementary capabilities, united by a commitment to innovation, sustainability, and long-term value creation. Most importantly, this combination enhances our ability to deliver more value to our customers—through expanded offerings, greater innovation, and the continued best-in-class service they expect from our brands—while unlocking new avenues for growth." The transaction is expected to close on or about July 1, 2025, subject to the satisfaction or waiver of the closing conditions set forth in the merger agreement. Approximately 99.96% of the votes cast at the Special Meeting voted in favor of the proposal to adopt the merger agreement, representing approximately 75.78% of AZEK's total outstanding shares of common stock. The final vote results, as certified by the inspector of elections, will be filed on a Form 8-K filed with the U.S. Securities and Exchange Commission. ABOUT THE AZEK® COMPANY The AZEK Company Inc. (NYSE: AZEK) is the industry-leading designer and manufacturer of beautiful, low maintenance and environmentally sustainable outdoor living products, including TimberTech® Decking and Railing, Versatex® and AZEK® Trim, and StruXure® pergolas. Consistently awarded and recognized as the market leader in innovation, quality, aesthetics and sustainability, our products are made from up to 85% recycled material and primarily replace wood on the outside of homes, providing a long-lasting, eco-friendly, and stylish solution to consumers. Leveraging the talents of its approximately 2,000 employees and the strength of relationships across its value chain, The AZEK Company is committed to accelerating the use of recycled material in the manufacturing of its innovative products, keeping hundreds of millions of pounds of waste and scrap out of landfills each year, and revolutionizing the industry to create a more sustainable future. The AZEK Company has recently been named one of America's Most Responsible Companies by Newsweek, a Top Workplace by the Chicago Tribune and U.S. News and World Report, one of Barron's 100 Most Sustainable U.S. Companies, one of TIME's World's Best Companies in Sustainable Growth for 2025, and celebrated in Fast Company's 2024 Brands That Matter list, where TimberTech was highlighted as a benchmark brand. Headquartered in Chicago, Illinois, the company operates manufacturing and recycling facilities in Ohio, Pennsylvania, Idaho, Georgia, Nevada, New Jersey, Michigan, Minnesota and Texas. For additional information, please visit Cautionary Disclosure Regarding Forward-Looking Statements Statements in this communication that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include statements about: the proposed transaction between AZEK and James Hardie (the "Transaction"), including estimated synergies, and the expected timing of completion of the Transaction; the Company's future performance or expectations; and the Company's plans, objectives or goals. Words such as "believe," "anticipate," "plan," "expect," "intend," "target," "estimate," "project," "predict," "trend," "forecast," "guideline," "aim," "objective," "will," "should," "could," "likely," "continue," "may," "objective," "outlook" and similar expressions may identify forward-looking statements but are not the exclusive means of identifying such statements. Investors are cautioned not to place undue reliance on forward looking statements. Forward-looking statements of AZEK and James Hardie, respectively, are based on the current expectations, estimates and assumptions of AZEK and James Hardie, respectively, and, because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the control of AZEK or James Hardie. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by forward-looking statements. These factors include risks and uncertainties relating to the Transaction, including, but not limited to, the possibility that conditions to closing are not satisfied on a timely basis or at all; the possible occurrence of events that may give rise to a right of either or both of AZEK and James Hardie to terminate the merger agreement providing for the Transaction; possible negative effects of the announcement or the consummation of the Transaction on the market price of James Hardie's and/or AZEK's shares and/or on their respective businesses, financial conditions, results of operations and financial performance; the impact of the additional indebtedness the Company would incur in connection with the Transaction; risks relating to the value of the James Hardie shares to be issued in the Transaction and the contemplated listing arrangements for James Hardie shares and depositary interests following the Transaction; risks relating to significant transaction costs and/or unknown liabilities; the possibility that the anticipated synergies and other benefits from the Transaction cannot be realized in full or at all or may take longer to realize than expected; risks associated with contracts containing consent and/or other provisions that may be triggered by the Transaction; risks associated with Transaction-related litigation; the possibility that costs or difficulties related to the integration of AZEK's and James Hardie's businesses will be greater than expected; the risk that the Transaction and its announcement could have an adverse effect on the parties' relationships with its and their employees and other business partners, including suppliers and customers; the potential for the Transaction to divert the time and attention of management from ongoing business operations; the potential for contractual restrictions under the merger agreement providing for the Transaction to adversely affect the parties' ability to pursue other business opportunities or strategic transactions; the risk of other Transaction related disruptions to the businesses, including business plans and operations, of AZEK and James Hardie; and the possibility that, as a result of the Transaction or otherwise, James Hardie could lose its foreign private issuer status and be required to bear the costs and expenses related to full compliance with rules and regulations that apply to U.S. domestic issuers. There can be no assurance that the Transaction will in fact be consummated in the manner described or at all. These factors are not necessarily all of the factors that could cause AZEK's, James Hardie's or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, could also harm AZEK's, James Hardie's or the combined company's results. The foregoing discussion of risks and uncertainties is not exhaustive; other risks and uncertainties may cause actual results to differ materially from those referenced in any forward looking statements. All forward-looking statements attributable to AZEK, James Hardie or the combined company, or persons acting on AZEK's or James Hardie's behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward looking statements in this communication speak only as of the date of this communication and are statements of then current expectations concerning future results, events and conditions. Neither AZEK nor James Hardie assumes any obligation to update any forward looking statements or information except as required by law. If AZEK or James Hardie updates one or more forward-looking statements, no inference should be drawn that AZEK or James Hardie will make additional updates with respect to those or other forward-looking statements. Further information regarding AZEK, James Hardie and factors that could affect the forward-looking statements contained herein can be found in AZEK's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and in its other documents filed or furnished with the U.S. Securities and Exchange Commission ("SEC"), and in James Hardie's Annual Report on Form 20-F for the fiscal year ended March 31, 2025, and in its other documents filed or furnished with the SEC. View source version on Contacts Investor Relations Contact: Eric Robinson312-809-1093ir@ Media Contact: Amanda Cimaglia312-809-1093media@ Jim Golden / Tali EpsteinCollected Strategiesazek-cs@
Business Wire
2 days ago
- Business
- Business Wire
The AZEK Company Stockholders Approve Transaction with James Hardie
CHICAGO--(BUSINESS WIRE)--The AZEK Company Inc. (NYSE: AZEK) ('AZEK' or the 'Company'), the industry-leading manufacturer of beautiful, low-maintenance and environmentally sustainable outdoor living products, including TimberTech® Decking and Railing, AZEK® and Versatex® Trim and StruXure® pergolas, today announced that its stockholders have voted to approve all proposals related to the Company's proposed transaction with James Hardie Industries plc ('James Hardie') at its Special Meeting of Stockholders. As previously announced, under the terms of the merger agreement and subject to the completion of the transaction, AZEK stockholders will receive $26.45 in cash and 1.0340 ordinary shares of James Hardie to be listed on the New York Stock Exchange for each share of AZEK common stock owned. 'We thank our stockholders for their overwhelming support of this transaction,' said Jesse Singh, CEO of The AZEK Company. 'This is a transformative moment for our company and our people. By combining with James Hardie, we are bringing together two purpose-driven teams with complementary capabilities, united by a commitment to innovation, sustainability, and long-term value creation. Most importantly, this combination enhances our ability to deliver more value to our customers—through expanded offerings, greater innovation, and the continued best-in-class service they expect from our brands—while unlocking new avenues for growth.' The transaction is expected to close on or about July 1, 2025, subject to the satisfaction or waiver of the closing conditions set forth in the merger agreement. Approximately 99.96% of the votes cast at the Special Meeting voted in favor of the proposal to adopt the merger agreement, representing approximately 75.78% of AZEK's total outstanding shares of common stock. The final vote results, as certified by the inspector of elections, will be filed on a Form 8-K filed with the U.S. Securities and Exchange Commission. ABOUT THE AZEK® COMPANY The AZEK Company Inc. (NYSE: AZEK) is the industry-leading designer and manufacturer of beautiful, low maintenance and environmentally sustainable outdoor living products, including TimberTech® Decking and Railing, Versatex® and AZEK® Trim, and StruXure® pergolas. Consistently awarded and recognized as the market leader in innovation, quality, aesthetics and sustainability, our products are made from up to 85% recycled material and primarily replace wood on the outside of homes, providing a long-lasting, eco-friendly, and stylish solution to consumers. Leveraging the talents of its approximately 2,000 employees and the strength of relationships across its value chain, The AZEK Company is committed to accelerating the use of recycled material in the manufacturing of its innovative products, keeping hundreds of millions of pounds of waste and scrap out of landfills each year, and revolutionizing the industry to create a more sustainable future. The AZEK Company has recently been named one of America's Most Responsible Companies by Newsweek, a Top Workplace by the Chicago Tribune and U.S. News and World Report, one of Barron's 100 Most Sustainable U.S. Companies, one of TIME's World's Best Companies in Sustainable Growth for 2025, and celebrated in Fast Company's 2024 Brands That Matter list, where TimberTech was highlighted as a benchmark brand. Headquartered in Chicago, Illinois, the company operates manufacturing and recycling facilities in Ohio, Pennsylvania, Idaho, Georgia, Nevada, New Jersey, Michigan, Minnesota and Texas. For additional information, please visit Cautionary Disclosure Regarding Forward-Looking Statements Statements in this communication that are not historical facts are 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include statements about: the proposed transaction between AZEK and James Hardie (the 'Transaction'), including estimated synergies, and the expected timing of completion of the Transaction; the Company's future performance or expectations; and the Company's plans, objectives or goals. Words such as 'believe,' 'anticipate,' 'plan,' 'expect,' 'intend,' 'target,' 'estimate,' 'project,' 'predict,' 'trend,' 'forecast,' 'guideline,' 'aim,' 'objective,' 'will,' 'should,' 'could,' 'likely,' 'continue,' 'may,' 'objective,' 'outlook' and similar expressions may identify forward-looking statements but are not the exclusive means of identifying such statements. Investors are cautioned not to place undue reliance on forward looking statements. Forward-looking statements of AZEK and James Hardie, respectively, are based on the current expectations, estimates and assumptions of AZEK and James Hardie, respectively, and, because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the control of AZEK or James Hardie. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by forward-looking statements. These factors include risks and uncertainties relating to the Transaction, including, but not limited to, the possibility that conditions to closing are not satisfied on a timely basis or at all; the possible occurrence of events that may give rise to a right of either or both of AZEK and James Hardie to terminate the merger agreement providing for the Transaction; possible negative effects of the announcement or the consummation of the Transaction on the market price of James Hardie's and/or AZEK's shares and/or on their respective businesses, financial conditions, results of operations and financial performance; the impact of the additional indebtedness the Company would incur in connection with the Transaction; risks relating to the value of the James Hardie shares to be issued in the Transaction and the contemplated listing arrangements for James Hardie shares and depositary interests following the Transaction; risks relating to significant transaction costs and/or unknown liabilities; the possibility that the anticipated synergies and other benefits from the Transaction cannot be realized in full or at all or may take longer to realize than expected; risks associated with contracts containing consent and/or other provisions that may be triggered by the Transaction; risks associated with Transaction-related litigation; the possibility that costs or difficulties related to the integration of AZEK's and James Hardie's businesses will be greater than expected; the risk that the Transaction and its announcement could have an adverse effect on the parties' relationships with its and their employees and other business partners, including suppliers and customers; the potential for the Transaction to divert the time and attention of management from ongoing business operations; the potential for contractual restrictions under the merger agreement providing for the Transaction to adversely affect the parties' ability to pursue other business opportunities or strategic transactions; the risk of other Transaction related disruptions to the businesses, including business plans and operations, of AZEK and James Hardie; and the possibility that, as a result of the Transaction or otherwise, James Hardie could lose its foreign private issuer status and be required to bear the costs and expenses related to full compliance with rules and regulations that apply to U.S. domestic issuers. There can be no assurance that the Transaction will in fact be consummated in the manner described or at all. These factors are not necessarily all of the factors that could cause AZEK's, James Hardie's or the combined company's actual results, performance or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, could also harm AZEK's, James Hardie's or the combined company's results. The foregoing discussion of risks and uncertainties is not exhaustive; other risks and uncertainties may cause actual results to differ materially from those referenced in any forward looking statements. All forward-looking statements attributable to AZEK, James Hardie or the combined company, or persons acting on AZEK's or James Hardie's behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward looking statements in this communication speak only as of the date of this communication and are statements of then current expectations concerning future results, events and conditions. Neither AZEK nor James Hardie assumes any obligation to update any forward looking statements or information except as required by law. If AZEK or James Hardie updates one or more forward-looking statements, no inference should be drawn that AZEK or James Hardie will make additional updates with respect to those or other forward-looking statements. Further information regarding AZEK, James Hardie and factors that could affect the forward-looking statements contained herein can be found in AZEK's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, and in its other documents filed or furnished with the U.S. Securities and Exchange Commission ('SEC'), and in James Hardie's Annual Report on Form 20-F for the fiscal year ended March 31, 2025, and in its other documents filed or furnished with the SEC.
Business Wire
3 days ago
- Business
- Business Wire
Ontrak Health Announces Pricing of $4 Million Public Offering
MIAMI--(BUSINESS WIRE)--Ontrak, Inc. (NASDAQ: OTRK), a leading value-based behavioral healthcare company powered by proprietary AI and engagement technology, today announced the pricing of a public offering of 6,666,667 shares of its common stock (or pre-funded warrants in lieu thereof) and 26,666,668 warrants to purchase up to 26,666,668 shares of its common stock at a combined public offering price of $0.60 per share of common stock and accompanying warrants or at a combined public offering price of $0.5999 per pre-funded warrant and accompanying warrants, which represents the per share public offering price for the common stock and accompanying warrants less the $0.0001 per share exercise price for each pre-funded warrant. Each share of common stock and pre-funded warrant is being sold together with four warrants, each to purchase one share of common stock. The warrants accompanying the common stock and pre-funded warrants will have an exercise price of $0.60 per share. The exercisability of the warrants will be subject to stockholder approval and, if such approval is obtained, will expire on the fifth anniversary of the date of such approval. The offering is expected to close on or about June 30, 2025, subject to customary closing conditions. Pursuant to a voting agreement from Acuitas Group Holdings, LLC and Acuitas Capital LLC (collectively, 'Acuitas'), Acuitas agreed to vote for, or consent to, among other things, the exercisability of the warrants offered in the public offering. Acuitas will hold a majority of the outstanding common stock immediately before the closing of the offering. The gross proceeds to the Company from the public offering are expected to be approximately $4 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds of the offering for working capital and other general corporate purposes. Roth Capital Partners, LLC is acting as the exclusive placement agent for the offering. The public offering described above is being made pursuant to a registration statement on Form S-1 (File No. 333-288099), as amended (the 'Form S-1'), that was filed with the U.S. Securities and Exchange Commission (the 'SEC') and was declared effective on June 26, 2025. A final prospectus related to the offering will be filed and made available on the SEC's website at The public offering is being made only by means of a prospectus, which forms a part of the registration statement. Electronic copies of the final prospectus may be obtained, when available, by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach CA 92660, or by phone at (800) 678-9147 or e-mail at rothecm@ On June 27, 2025, the Company also entered into the Seventh Amendment to the Keep Well Agreement substantially as described in the Form S-1, the full terms of which will be described in a Form 8-K to be filed by the Company within four business days. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any of the securities described herein in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. About Ontrak, Inc. Ontrak Health (Nasdaq: OTRK) is a value-based behavioral healthcare company that identifies and engages people with unmet health needs using its proprietary Advanced Engagement System to improve clinical outcomes and reduce total cost of care. Ontrak uniquely identifies, engages, and delivers care to the most vulnerable members of the behavioral health population who would otherwise fall through the cracks of the healthcare system. Through our Advanced Engagement System, we achieve higher engagement rates with individuals with anxiety, depression, substance use disorder and chronic disease by delivering 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 whole-person approach integrates AI, predictive analytics, comprehensive clinical and claims data, patient-generated information, and digital interfaces with care coach engagements to deliver improved member health, better healthcare system utilization, and durable outcomes and savings to healthcare payors. Learn more at Forward Looking Statements Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute 'forward-looking statements' within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the completion of the public offering, the amount of gross proceeds expected from the offering and the intended use of proceeds from the offering. Actual results may differ materially from those indicated by forward-looking statements as a result of various factors, including, the uncertainties related to market conditions, the satisfaction of the closing conditions for the offering and other factors described more fully in the section entitled the Company's Annual Report on Form 10-K for the year ended December 31, 2024, and other reports filed with the Securities and Exchange Commission thereafter. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
