SCHEDULE: Hudson Bay Capital Discloses 4.99% Stake in Ontrak

Hudson Bay Capital Management LP and Sander Gerber have reported a 4.99% beneficial ownership stake in Ontrak, Inc., primarily through warrants subject to a beneficial ownership blocker.

Summary

• Hudson Bay Capital Management LP and Sander Gerber collectively reported beneficial ownership of 398,345 shares of Ontrak, Inc. common stock.
• This represents 4.99% of the company's outstanding common stock.
• The reported ownership includes shares issuable upon the exercise of warrants.
• A 4.99% beneficial ownership blocker prevents the reporting persons from exercising warrants if it would result in ownership exceeding this threshold.
• The calculation of the percentage is based on 7,584,537 shares of common stock outstanding as of June 30, 2025.
• This outstanding share count includes 7,084,537 shares after a recent offering and 500,000 shares issued from warrant exercises on June 20, 2024.
• The securities were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of Ontrak, Inc.

Sentiment

Score: 6

Explanation: The disclosure of a significant, albeit capped, stake by an institutional investor like Hudson Bay Capital Management LP can be viewed as a positive signal of confidence in Ontrak, Inc. However, the 4.99% beneficial ownership blocker limits the reporting persons' ability to increase their stake or exert greater influence, which could be seen as a neutral or slightly negative aspect for the investor.

Positives

• A significant institutional investor, Hudson Bay Capital Management LP, holds a substantial stake, potentially signaling confidence in Ontrak, Inc.
• The investment is held in the ordinary course of business, indicating a passive investment rather than an activist stance.

Negatives

• The 4.99% beneficial ownership blocker limits the reporting persons' ability to increase their stake beyond this threshold through warrant exercise, potentially capping their influence or future investment.

Risks

• The existence of a beneficial ownership blocker on warrants limits the potential upside for the reporting persons if the stock price increases significantly, as they cannot fully exercise their warrants beyond the 4.99% threshold.
• The value of the warrants is subject to the future performance of Ontrak, Inc.'s common stock.

Future Outlook

The filing does not provide forward-looking statements or guidance from Ontrak, Inc. or the reporting persons regarding the company's future performance.

Industry Context

This filing is a standard disclosure of beneficial ownership by an institutional investor, Hudson Bay Capital Management LP, in Ontrak, Inc. It reflects an investment decision by a hedge fund, which is common practice in the financial industry, and does not provide broader industry trend analysis.

Comparison to Industry Standards

• Not applicable. This filing is a disclosure of beneficial ownership by an investment manager and an individual, not a report on company performance or projects that can be compared to industry benchmarks.

Corporate Governance

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional investor's stake could be viewed positively, potentially increasing investor confidence. The 4.99% blocker ensures that this investor cannot easily accumulate a controlling stake without further public disclosure.

Key Dates

Recommendation

This Schedule 13G filing is a factual disclosure of an existing beneficial ownership stake by Hudson Bay Capital Management LP and Sander Gerber in Ontrak, Inc. It does not provide new financial performance data or strategic updates from the company itself that would warrant a 'buy' or 'sell' recommendation. The 4.99% ownership, while substantial, is capped by a blocker, indicating a passive investment strategy rather than an activist one. Investors should 'hold' and monitor future company performance and any changes in this ownership stake, as this filing primarily provides transparency on an institutional position.

Keywords

Ontrak Inc, Hudson Bay Capital Management, Sander Gerber, Schedule 13G, Beneficial Ownership, Common Stock, Warrants, Investment Management, SEC Filing, Institutional Investor