Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934


Filed by the Registrant ☒
Filed by a party other than the Registrant
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐Definitive Proxy Statement
☒Definitive Additional Materials
☐Soliciting Material under §240.14A-12


ONTRAK, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
☒No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

EXPLANATORY NOTE

This Amendment No. 1 to Schedule 14A (this “Amendment”) is being filed solely to include in the Definitive Proxy Statement filed by Ontrak, Inc. (the “Company”) with the Securities and Exchange Commission on August 30, 2023 (the “Proxy Statement”) a full sample proxy card for the record holders of the Company’s common stock and a sample proxy card for the record holders of the Company’s 9.50% Series A Cumulative Preferred Stock (the “Preferred Stock”) with respect to the matters on which each class of stock may vote at the Company’s 2023 annual meeting of stockholders (“Annual Meeting”). The full sample proxy card for the record holders of the common stock replaces pages 35 and 36 of the Proxy Statement.

As disclosed in the Proxy Statement, holders of the Preferred Stock may receive a proxy statement, proxy card and other solicitation materials from Walter Schenker in connection with his expressed intention to nominate two directors for election at the Annual Meeting to the two positions on the Company’s board of directors created on August 31, 2023 for the benefit of the holders of the Preferred Stock.

This Amendment makes no changes to the body of the Proxy Statement.