SCHEDULE: Hudson Bay Capital Discloses 9.99% Stake in Ontrak
Beneficial Ownership Report
Hudson Bay Capital Management LP and Sander Gerber have disclosed a 9.99% beneficial ownership stake in Ontrak, Inc., including shares from warrants subject to a beneficial ownership blocker.
Summary
- Hudson Bay Capital Management LP and Sander Gerber reported beneficial ownership of 812,637 shares of Ontrak, Inc. Common Stock.
- This represents 9.99% of Ontrak, Inc.'s outstanding Common Stock.
- The reported ownership includes 549,971 shares issuable upon the exercise of warrants.
- These warrants are subject to a 9.99% beneficial ownership blocker, preventing exercise if it would result in ownership exceeding this threshold.
- The percentage is calculated based on 7,584,537 shares of Common Stock outstanding as of June 30, 2025.
- This total includes 7,084,537 shares from a recent offering and 500,000 shares issued from warrant exercises on June 20, 2024.
Sentiment
Score: 5
Explanation: A Schedule 13G filing is a factual disclosure of beneficial ownership and does not inherently convey positive or negative sentiment regarding the company's performance or prospects. It indicates a significant investment by a reporting entity.
Risks
- The 9.99% beneficial ownership blocker on warrants limits Hudson Bay Capital's ability to increase its stake beyond this threshold through warrant exercise.
Future Outlook
NA
Industry Context
NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Ownership Restriction | The warrants held by Hudson Bay Master Fund Ltd. are subject to a 9.99% beneficial ownership blocker, which contractually limits the Reporting Persons from exercising warrants if it would result in beneficial ownership exceeding 9.99% of Ontrak, Inc.'s outstanding Common Stock. | NA | Limits the potential for the reporting entity to increase its stake beyond the 9.99% threshold through warrant exercise, potentially impacting future influence or control. |
Stakeholder Impact
- Shareholders: Disclosure of a significant institutional investor's stake (9.99%) can influence market perception and potentially provide a signal of confidence or interest in the company.
Key Dates
| Date | Description |
|---|---|
| 2024-06-20 | 500,000 shares of Common Stock issued by Ontrak, Inc. upon exercise of certain warrants. |
| 2025-06-30 | Date of event which requires filing of this statement; also the date for the calculation of 7,584,537 outstanding shares of Common Stock. |
| 2025-07-03 | Date of Ontrak, Inc.'s Current Report on Form 8-K related to the offering. |
| 2025-08-08 | Filing date of this Schedule 13G statement. |
Keywords
Ontrak Inc., Hudson Bay Capital Management LP, Sander Gerber, Beneficial Ownership, Schedule 13G, Common Stock, Warrants, Investment Manager
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