As filed with the Securities and Exchange Commission on December 21, 2022
Registration Statement No.  333−
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
            
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
            
Ontrak, Inc.
(Exact name of registrant as specified in its charter)
            

Delaware
88-0464853
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

2200 Paseo Verde Parkway, Suite 280
Henderson, Nevada
89052
(Address of Principal Executive Offices)
(Zip Code)
Ontrak, Inc. 401(k) Plan
(Full title of the plan)
            
Terren S. Peizer
Chief Executive Officer
c/o Ontrak, Inc.
2200 Paseo Verde Parkway, Suite 280
Henderson, Nevada 89052
(Name and address of agent for service)
(310) 444-4300
(Telephone number, including area code, of agent for service)
            
With a copy to:
Mitchell S. Nussbaum
Norwood P. Beveridge
Lili Taheri
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
            



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐
Accelerated filer
☐
Non-accelerated filer☒
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐
This Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act.



PART I
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement relates to securities of the same class as those to which prior effective registration statements on Form S-8 (File No. 333-237566, File No. 333-263942 and File No. 333-266467) relate (the “Existing S-8s”), and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Existing S-8s, except as otherwise set forth in this Registration Statement, are incorporated herein by reference.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits. 
Exhibit No.Description
3.1
3.2
3.3
3.4
3.5
5.1
5.2
10.1
Ontrak, Inc. 401(k) Plan (incorporated by reference to Exhibit 10.1 of Registration Statement Number 333-237566).
23.1
23.2
24.1
107.1





1




SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Henderson, State of Nevada, on this 21st day of December, 2022.
Ontrak, Inc.
By:    /s/ Terren S. Peizer        
Name:    Terren S. Peizer
Title:    Chairman of the Board of Directors
and Chief Executive Officer                         

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Terren S. Peizer and James J. Park his or her true and lawful attorney-in-fact and agent, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.























2


Signature Title Date
     
/s/ Terren S. PeizerChairman of the Board and Chief Executive OfficerDecember 21, 2022
Terren S. Peizer
/s/ James J. Park Chief Financial Officer December 21, 2022
James J. Park (Principal Financial and Accounting Officer)  
     
/s/ Richard A. Berman Director December 21, 2022
Richard A. Berman    
     
/s/ Michael Sherman Director December 21, 2022
Michael Sherman    
     
/s/ James M. Messina Director December 21, 2022
James M. Messina    


























3

Catasys (NASDAQ:CATS)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Catasys Charts.
Catasys (NASDAQ:CATS)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Catasys Charts.