Shares Expected to Begin Trading on Split-Adjusted Basis on
September 23, 2024
Ontrak, Inc. (NASDAQ: OTRK), a leading AI-powered and
technology-enabled behavioral healthcare company, today announced
that it will implement a 1-for-15 reverse split of the issued
shares of its common stock, effective at 12:01 a.m. Eastern Time on
September 23, 2024. The Company's common stock is expected to begin
trading on a split-adjusted basis when the market opens on
September 23, 2024, and will continue to trade on The Nasdaq
Capital Market under the symbol “OTRK.” The new CUSIP number for
the common stock will be 683373 401.
The reverse stock split is intended to increase the bid price of
the common stock to enable the Company to regain compliance with
the $1.00 minimum bid price requirement for continued listing on
The Nasdaq Capital Market. The Company’s stockholders authorized
the reverse stock split at the Company’s annual meeting of
stockholders held on September 10, 2024.
When the reverse stock split becomes effective, every 15 shares
of the Company’s common stock issued and outstanding or held by the
Company in treasury will automatically be combined and reclassified
into one share of common stock. No fractional shares will be issued
as a result of the reverse stock split. Stockholders who would
otherwise be entitled to receive a fractional share will instead
automatically have their fractional interests rounded up to the
next whole share, after aggregating all the fractional interests of
a holder resulting from the reverse stock split. The reverse stock
split will affect all stockholders uniformly and will not change
any stockholder’s percentage ownership interest or any
stockholder’s proportionate voting power, except for immaterial
changes that may result from the treatment of fractional shares.
The reverse stock split will not change the number of authorized
shares of the Company’s common stock or the par value per share of
the Company’s common stock.
The reverse stock split will reduce the number of issued and
outstanding shares of the Company’s common stock from approximately
48.0 million to approximately 3.2 million.
As a result of the reverse stock split, proportionate
adjustments will be made to the per share exercise prices of, and
the number of shares underlying, the Company’s outstanding stock
options, as well as to the number of shares available for future
awards granted under the Company’s stock incentive plans. In
addition, proportionate adjustments will be made to the per share
exercise prices of, and the number of shares underlying,
outstanding warrants to purchase shares of the Company’s common
stock.
The combination of, and reduction in, the issued shares of
common stock as a result of the reverse stock split will occur
automatically at the effective time of the reverse stock split
without any additional action on the part of the Company’s
stockholders. The Company's transfer agent, Equiniti Trust Company,
LLC, is acting as the exchange agent for the reverse stock split
and will send stockholders of record holding their shares
electronically in book-entry form a transaction notice indicating
the number of shares of common stock held after the reverse stock
split. Stockholders who hold their shares through a broker, bank,
or other nominee will have their positions adjusted to reflect the
reverse stock split, subject to their broker, bank, or other
nominee’s particular processes, and are not expected to be required
to take any action in connection with the reverse stock split.
Additional information regarding the reverse stock split can be
found in the Company’s definitive proxy statement for the annual
meeting of stockholders of the Company held on September 10, 2024,
which was filed with the U.S. Securities and Exchange Commission on
July 29, 2024, a copy of which is available at www.sec.gov and on
the Company's website.
About Ontrak
Ontrak Health (Nasdaq: OTRK) is a leading AI and
technology-enabled behavioral healthcare company whose mission is
to help improve the health and save the lives of as many people as
possible. Ontrak identifies, engages, activates, and provides care
pathways to treatment for the most vulnerable members of the
behavioral health population who would otherwise fall through the
cracks of the healthcare system. We engage individuals with
anxiety, depression, substance use disorder, and chronic disease
through personalized care coaching and customized care pathways
that help them receive the treatment and advocacy they need,
despite the socioeconomic, medical, and health system barriers that
exacerbate the severity of their comorbid illnesses. The company's
integrated intervention platform uses AI, predictive analytics, and
digital interfaces combined with dozens of care coach engagements
to deliver improved member health, better healthcare system
utilization, and durable outcomes and savings to healthcare
payors.
Forward-Looking Statements
The Company cautions you that all statements, other than
statements of historical facts, contained in this press release,
are forward-looking statements. Forward-looking statements, in some
cases, can be identified by terms such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,”
“could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,”
“contemplate,” “project,” “target,” “objective,” or the negative
version of these words and similar expressions. In this press
release, forward-looking statements include, but are not limited
to, statements relating to the timing, completion and effect of the
reverse stock split and the Company’s ability to regain compliance
with Nasdaq’s minimum bid price requirement and continue to have
its common stock listed on The Nasdaq Capital Market.
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, the risk that Nasdaq may not process
the reverse stock split on the expected timeline; the risk that
after the reverse stock split the closing bid price of the
Company’s common stock is not at least $1.00 per share for a
minimum of ten consecutive trading sessions; the potential for
Nasdaq to suspend trading in or to delist the Company’s common
stock. Forward-looking statements 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. For a detailed description of risks and
uncertainties the Company faces, you are encouraged to review the
documents the Company files with the SEC including the Company’s
recent filings on Form 8-K, Form 10-K and Form 10-Q. 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 undertakes no obligation to update such
statements to reflect events that occur or circumstances that exist
after the date on which they were made, except as required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20240919289940/en/
Company Contact: Brandon LaVerne Chief Executive Officer
blaverne@ontrakhealth.com
Investor Relations: Ryan Halsted Gilmartin Group
investors@ontrakhealth.com
Ontrak (NASDAQ:OTRK)
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