Latest news with #Ontrak
Yahoo
27-06-2025
- Business
- Yahoo
Ontrak Health Announces Pricing of $4 Million Public Offering
MIAMI, June 27, 2025--(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. View source version on Contacts Company Contact: Brandon LaVerneChief Executive Officerblaverne@ Investor Relations: Ryan HalstedGilmartin Groupinvestors@
Business Wire
24-06-2025
- Business
- Business Wire
Ontrak Health Announces Expansion of Engage Solution for Sentara Health Plans Self-funded Employer Customers
MIAMI--(BUSINESS WIRE)--Ontrak, Inc. (NASDAQ: OTRK), a leading value-based behavioral healthcare company powered by proprietary AI and engagement technology, today announced an expanded partnership with Sentara Health Plans to offer Ontrak's Engage Solution to employer sponsored customers in the Commonwealth of Virginia. Sentara Health Plans is the health plan division of Sentara Health, an integrated, not-for-profit health care delivery system that provides health plan coverage to one million members in Virginia and Florida. Sentara offers programs to support members with chronic illnesses, customized wellness programs, and integrated clinical and behavioral health services—all to help members improve their health. This expansion follows the successful 2024 launch of Ontrak's Engage Solution across Sentara Health Plans' Commercial Fully Insured population, and the 2024 launch of Ontrak's WholeHealth+ Solution within certain of Sentara Health Plans' self-funded ASO line of business. Approximately 11,500 new lives are anticipated to be eligible for benefits on July 1, 2025, as employers opted to purchase Ontrak Engage benefits for their employees, which could result in an increase in the Engage Outreach Pool of approximately 3,500-4,500 members. The Engage program utilizes AI-powered predictive analytics and personalized care pathways to support individuals with anxiety, depression, substance use disorders, and chronic diseases, helping them receive treatment and navigate systemic barriers to care. Mary Lou Osborne, President and Chief Commercial Officer of Ontrak Health, commented, "This long-standing partnership demonstrates the value and differentiated advantages that Sentara Health Plans offer to members and employer-sponsored benefit plans in driving improved health and meaningful outcomes. By activating Ontrak Engage within employer benefit offerings, Sentara and Ontrak are expanding behavioral health access through personalized care coaching that addresses the whole person." About Ontrak Health 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. About Sentara Health Sentara Health, an integrated, not-for-profit health care delivery system, celebrates more than 135 years in pursuit of its mission - "We improve health every day." Sentara is one of the largest health systems in the U.S. Mid-Atlantic and Southeast, and among the top 20 largest not-for-profit integrated health systems in the country, with 34,000 employees, 12 hospitals in Virginia and Northeastern North Carolina, including 10 hospitals with the prestigious Magnet ® recognition, and the Sentara Health Plans division which serves more than one million members in Virginia and Florida. Sentara is recognized nationally for clinical quality and safety and is strategically focused on innovation and creating an extraordinary health care experience for our patients and members. Sentara was named a Health Quality Innovator of the Year (2024), and was recognized by Forbes as "America's Best-In-State Employer' (2024), "Best Employer for Veterans" (2022, 2023), and "Best Employer for Women" (2020). About Sentara Health Plans Sentara Health Plans provides health plan coverage to more than one million members in Virginia and Florida. Sentara Health Plans offers a full suite of commercial products including employee-owned and employer-sponsored plans, as well as Individual & Family Health Plans, Employee Assistance Programs and plans serving Dual-Eligible, Medicare, and Medicaid enrollees. Forward-Looking Statements This press release contains 'forward-looking' statements that are based on the Company's beliefs and assumptions and on information currently available to the Company on the date of this press release and are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, the expectations around the increased outreach pool that may be available from the expanded population and our ability to deliver improved engagement, care coordination and overall health outcomes. These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond our control, which may cause actual results to differ materially from stated expectations. For a further list and description of the risks and uncertainties we face, please refer to our most recent Securities and Exchange Commission filings which are available on its website at . Such forward-looking statements are current only as of the date they are made and based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Yahoo
24-06-2025
- Business
- Yahoo
Former CEO sentenced to prison after first-ever prosecution for stock sales via trading plans that thousands of executives use
Former Ontrak CEO Terren Scott Peizer has been sentenced to 42 months prison time in a first-ever prosecution based exclusively on Rule 10b5-1 trading plans, authorities announced on Monday. The plans are relied upon by thousands of U.S. executives at publicly traded companies. A lawyer for Peizer told Fortune the case will be appealed and said the evidence at trial showed Peizer did not commit insider trading. The 65-year-old founder and former CEO of behavioral health care provider Ontrak was sentenced to 42 months in prison and ordered to pay $17.9 million in fines and restitution, making Terren Scott Peizer the first executive ever convicted in a criminal case based exclusively on the abuse of Rule 10b5-1 trading plans, according to the Department of Justice. As detailed in various court documents, Peizer was sending increasingly frantic text messages to a confidante and Ontrak executives about the potential loss of a major client in the months before he set up a trading plan to sell Ontrak stock. All told, Peizer avoided $12.5 million in stock losses by selling his shares before certain information was made public and the stock price dropped more than 40%, authorities said. The Miami-based company, founded by Peizer in 2003, had previously lost another big client, identified in court documents as Aetna, which wiped out $265 million of Peizer's personal wealth after Ontrak's stock price plummeted on the news. In a March 2021 press release announcing the Aetna termination, Peizer said the company still had 'significant tailwinds' and touted Ontrak's deal with Cigna, saying it would drive 2021 growth, according to a Securities and Exchange Commission civil complaint about Peizer's trading. Peizer stepped down from the CEO role in April 2021, but remained as executive chairman. After losing Aetna, Peizer appears to have been desperate to try to maintain some semblance of a deal with Cigna, and as executive chairman, he remained in regular contact with Ontrak's CEO by text, court records show. Behind the scenes, Peizer described himself in a text message as 'fixated' on the potential loss of Cigna, with Ontrak's survival largely dependent on maintaining the relationship, authorities said. David K. Willingham, who is Peizer's lawyer and a partner at law firm King & Spalding, told Fortune the case was a 'true miscarriage of justice from the get-go.' Peizer 'fully disclosed' his trading plans in advance to his company and got approval from the management and compliance officer beforehand, he said. 'This procedure and those trading plans were supposed to protect Mr. Peizer,' Willingham said. 'In our view, this case was a massive overreach, a waste of taxpayer dollars, and sets a dangerous precedent that grossly distorts the meaning of material, nonpublic information across the business world.' Willingham said the case will be appealed. Either way, it could have a chilling effect as thousands of U.S. executives use Rule 10b5-1 plans to monetize their equity compensation, which often makes up the bulk of their pay. Meanwhile, authorities cheered the prosecution. 'Insiders must not be allowed to put their thumbs on the scales of the stock market,' said U.S. Attorney Bill Essayli for the Central District of California in a DOJ statement. 'Individuals who impugn the integrity of our markets can and will face prison time for their crimes.' In late March 2021, Peizer found out via text message that there was a lot of worry all around about Cigna. An email that copied Peizer also laid out the scope of the problems; Cigna was worried about budget overruns, lack of cost savings, and questioned Ontrak's cost calculations. Court documents show Peizer's anxiety over the situation as it played out in his text messages. He wrote to an Ontrak consultant, 'We just need to save [Cigna] and we are on our way.' A few weeks later, Peizer texted the Ontrak CEO, 'Please just save [Cigna] … the we will get back 'OnTrak.'' By the end of April, Peizer told the consultant the situation with Cigna felt 'eerily' like the Aetna situation. 'What a nightmare,' Peizer texted on May 1, 2021. Three days later, Peizer started looking at ways to sell his Ontrak holdings, court documents show. Rule 10b5-1 plans are meant to provide safe harbor to executives who want to sell stock in the securities of the publicly traded companies where they work—and who also get paid in equity. The SEC amended the rule in 2022 to formalize a cooling-off period and added a condition that everyone who enters into a Rule 10b5-1 plan must act in good faith with respect to the plan. According to authorities, Peizer got in touch with a broker to set up a Rule 10b5-1 trading plan on May 4, 2021, just days after his 'What a nightmare' text. The broker told Peizer he would need to wait 30 days for the cooling-off period between the time he set up the plan and before he could start selling stock. Peizer balked at working with the broker. Instead, he got in touch with another broker and asked whether their firm had a cool-down period. The second broker didn't require one, although an employee at the firm emailed Peizer on May 10 that it was 'industry best practice' to insert a 30-day wait between executing the trading plan and the commencement of any trades. Without the cooling-off period, a rapid onset of trading could create the appearance of impropriety and call into question whether Peizer had material non-public information, the employee emailed. Peizer did not take the advice and established his trading plan that same day. He began selling the next business day. Authorities claimed Peizer got the 10b5-1 plan approved by falsely certifying to Ontrak's chief financial officer that the plan was not a result of access to material non-public information, even though Peizer knew about the crumbling Cigna deal. On May 18, just eight days after Peizer established his trading plan, Cigna formally notified Ontrak that it would terminate the contract by the end of the year. Ontrak's CEO texted Peizer, '[Cigna] is intending to end relationship at the end of the year 12-31-21…They are really firm with me. Decision has been made.' Meanwhile, that information wasn't made public. Peizer sold stock throughout the summer under the plan he established in May, as Ontrak executives worked to try to resuscitate a deal with Cigna. Between May and late July, authorities said Peizer made $18.9 million from selling stock. On July 20, 2021, Peizer texted the Ontrak consultant to ask if there was any word on a deal with Cigna. The consultant wrote back that there was no news and that he needed to write an earnings press release for Ontrak. '[W]ill the fun never end?' the consultant wrote. 'No, but I wish the anxiety would,' Peizer wrote back. The consultant texted, 'Me too — stress levels are off the charts at [Ontrak].' On Aug. 13, 2021, Peizer called Ontrak's senior vice president who was leading the contract negotiations, authorities said. The SVP told Peizer that Cigna was likely to end its relationship with Ontrak. That same day about an hour after the call, authorities said Peizer set up a second Rule 10b5-1 trading plan, alleging he again falsely certified to the CFO that the plan was not in response to material non-public information. The August plan also didn't have a cooling-off period, and Peizer started selling Ontrak stock the next trading day, bumping up the number of shares sold daily from 11,000 to 15,000. Between Aug. 16 to Aug. 18, Peizer made about $900,000 selling stock. It wasn't until the next day that the first public disclosure about Cigna came out. On Aug. 19, 2021, Ontrak disclosed in a Form 8-K filing that its deal with the insurer was over. Ontrak's stock price fell 44%, court records show. Peizer avoided $12.5 million in losses because he set up the two trading plans, authorities alleged. The case is part of a data-driven initiative by the DOJ's criminal fraud division to identify executive abuses of 10b5-1 trading plans. In addition to his prison sentence, Peizer was fined $5.25 million and was required to forfeit more than $12.7 million in ill-gotten gains. Aetna declined to comment. Cigna did not immediately respond to a request for comment. This story was originally featured on Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Reuters
23-06-2025
- Business
- Reuters
Milken protege Peizer gets 3-1/2 years prison for insider trading, plans appeal
June 23 (Reuters) - A protege of former junk bond king Michael Milken was sentenced on Monday to 3-1/2 years in prison for insider trading at a healthcare company he once led, over his use of a trading plan designed to protect executives against that crime. Terren Peizer, 65, the founder and former chief executive of Ontrak (OTRK.O), opens new tab, was sentenced by U.S. District Judge Dale Fischer in Los Angeles. She also imposed a $5.25 million fine and forfeiture of more than $12.7 million of ill-gotten gains. Peizer plans to appeal, his lawyer David Willingham said. Federal prosecutors called the prosecution the first based solely on the use of so-called 10b5-1 trading plans. Named for a U.S. Securities and Exchange Commission rule, such plans let insiders at public companies sell shares at predetermined times to shield against accusations their sales might be timed to negative corporate news. Prosecutors charged Peizer with illegally avoiding losses by selling about $20 million of Ontrak shares under plans he set up in May and August 2021. They said Peizer set up the first plan soon after being told Ontrak's relationship with its largest customer Cigna (CI.N), opens new tab was deteriorating, and set up the second plan five minutes after learning the insurer would likely sever ties. Ontrak's share price fell more than 44% on August 19, 2021, after the company disclosed the end of its relationship with Cigna, whose identity was revealed later. Jurors found Peizer guilty last June of two counts of insider trading and one count of securities fraud. Prosecutors sought an approximately eight-year prison term, while defense lawyers sought a "significant" period of home detention. Willingham, a partner at King & Spalding, called the outcome a "true miscarriage of justice," saying Peizer disclosed his trading plans to Ontrak management and obtained necessary approvals. "This case was a massive overreach, a waste of taxpayer dollars, and sets a dangerous precedent that grossly distorts the meaning of material, nonpublic information," Willingham said. "We will not rest until we clear Mr. Peizer's name and reputation." Peizer worked under Milken at Drexel Burnham Lambert in the 1980s. In exchange for immunity from prosecution, he cooperated in the government's criminal case against his former boss. Milken pleaded guilty to securities fraud and served about two years in prison. U.S. President Donald Trump pardoned him in February 2020.
Business Wire
20-05-2025
- Business
- Business Wire
Ontrak Secures Financing Commitment to Fuel Growth and Innovation
MIAMI--(BUSINESS WIRE)--Ontrak, Inc. (NASDAQ: OTRK), a leading value-based behavioral healthcare company powered by proprietary AI and engagement technology, announced it has secured a $10 million financing commitment from Acuitas Capital, LLC. This financing commitment will support Ontrak's continued growth and innovation in delivering comprehensive behavioral healthcare solutions and is structured to provide Ontrak with the necessary capital to expand its customer base while continuing to drive further advancements in its AI and digital capabilities. The commitment contemplates that Ontrak may raise additional financing from third parties to further support its growth initiatives. Brandon LaVerne, Chief Executive Officer of Ontrak, Inc., expressed enthusiasm about the new financing commitment: "We appreciate the continued support of Acuitas Capital as we advance our mission to transform healthcare. This financing commitment will allow us to accelerate our growth initiatives, enhance our technology platform, and deliver even greater value to our customers and stakeholders." The full text of the agreement with Acuitas Capital, LLC, will be an exhibit to a Current Report on Form 8-K the Company will file with the Securities and Exchange Commission today and is available on the SEC's website or through Ontrak Health's investor relations page. About Ontrak, Inc. Ontrak Health (Nasdaq: OTRK) is a leading value-based behavioral healthcare company powered by proprietary AI and engagement technology, whose mission is to help improve the health and save the lives of as many people as possible. 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. 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 Company's ability to access the financing provided by the financing commitment and the potential benefits to the Company of such financing, including that it will support the Company's continued growth and innovation, allow the Company to expand its customer base, accelerate its growth initiatives, enhance its technology platform, and deliver greater value to its customers and stakeholders. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements in this press release, including, without limitation, risks and uncertainties related to the Company's ability to satisfy the conditions to obtaining the financing under the financing commitment, the Company's ability to use the proceeds from the financing to successfully execute its business strategy, and the risks and uncertainties described in the Company's most recent Securities and Exchange Commission filings, including its annual report on Form 10-K for the year ended December 31, 2024, which are available at The forward-looking statements in this press release are based upon the Company's current expectations and involve assumptions that may never materialize or may prove to be incorrect. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they were made. The Company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Learn more at
