SCHEDULE: Michael Bigger and Affiliates Reduce Stake in Ontrak, Inc. Below 5% Threshold

Michael Bigger and affiliated investment funds have reduced their beneficial ownership in Ontrak, Inc. to below 5% as of July 7, 2025, following sales of common stock and pre-funded warrants.

Summary

• Michael Bigger and associated entities, including Bigger Capital Fund L P and District 2 Capital Fund LP, filed a Schedule 13G detailing their beneficial ownership in Ontrak, Inc. Common Stock.
• As of June 27, 2025, Michael Bigger beneficially owned 650,000 shares of Ontrak, Inc. Common Stock, representing approximately 9.17% of the outstanding shares.
• Bigger Capital Fund L P and District 2 Capital Fund LP each beneficially owned 325,000 shares, representing 4.59% of the outstanding shares as of June 27, 2025.
• These percentages were calculated based on 7,084,537 shares of Common Stock outstanding immediately after a recent offering, as per the Issuer's Prospectus filed on June 30, 2025.
• The reported beneficial ownership did not initially include 716,667 shares of Common Stock issuable upon exercise of Pre-Funded Warrants (subject to a 9.99% beneficial ownership limitation) and 4,166,668 shares of Common Stock issuable upon exercise of Warrants (subject to shareholder approval and a 4.99% beneficial ownership limitation).
• Subsequent to June 27, 2025, and as of July 7, 2025, Bigger Capital and District 2 CF sold Common Stock, including all shares issuable from the Pre-Funded Warrants they held.
• As of July 7, 2025, Bigger Capital holds 123,098 shares of Common Stock and Warrants to purchase 4,166,668 shares, while District 2 CF holds 123,008 shares of Common Stock and Warrants to purchase 4,166,668 shares.
• As of the close of business on July 7, 2025, none of the Reporting Persons, individually or collectively with their affiliated entities, own at least 5.00% of Ontrak, Inc.'s Common Stock.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative because the significant investors have reduced their stake below the 5% threshold, which can be perceived as a lack of conviction or a strategic divestment, despite the initial acquisition.

Positives

• The initial significant stake by Michael Bigger and affiliated funds indicated a prior investment interest in Ontrak, Inc.

Negatives

• Michael Bigger and affiliated entities have reduced their beneficial ownership in Ontrak, Inc. to below the 5% threshold as of July 7, 2025, following sales of common stock and pre-funded warrants.

Risks

• The exercise of Warrants to purchase 4,166,668 shares of Common Stock is subject to obtaining shareholder approval.
• Beneficial ownership limitations (9.99% for Pre-Funded Warrants and 4.99% for Warrants) restrict the immediate full exercise of these instruments.

Future Outlook

The document does not provide forward-looking statements or guidance from Ontrak, Inc. management. It primarily details changes in beneficial ownership by certain investors.

Industry Context

This filing reflects a change in the ownership structure of Ontrak, Inc. by specific institutional investors. It does not provide broader industry trends or competitive analysis, focusing solely on the beneficial ownership stake of the reporting persons.

Comparison to Industry Standards

• This document is a standard Schedule 13G filing, reporting beneficial ownership. It does not contain information that allows for a direct comparison of Ontrak, Inc.'s operational or financial results to global benchmarks or specific comparable companies or projects.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by a significant investor group may influence investor sentiment and potentially the stock price.

Next Steps

• Shareholder approval is required for the exercise of Warrants to purchase 4,166,668 shares of Common Stock.

Key Dates

Recommendation

Keywords

Ontrak Inc., OTRK, Schedule 13G, Beneficial Ownership, Institutional Investor, Michael Bigger, Bigger Capital Fund, District 2 Capital Fund, Common Stock, Warrants, Pre-Funded Warrants, Shareholder Approval, SEC Filing