Item 1.01 Entry into a Material Definitive Agreement.
On
The Placement Shares have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to the Registration Statement on Form
S-3 (File No. 333-259329) (the "Registration Statement"), which was originally
filed with the
Sales of the Placement Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be "at the market offerings" as defined in Rule 415 promulgated under the Securities Act. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company's behalf all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company.
The Company has no obligation to sell any of the Placement Shares under the Sales Agreement, and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include working capital, M&A, and investments in technology.
The Sales Agreement contains customary representations, warranties and agreements by the Company, as well as indemnification obligations of the Company for certain liabilities under the Securities Act.
Under the terms of the Sales Agreement, the Company will pay the Agent a commission equal to 3.0% of the gross proceeds from each sale of Placement Shares sold through it under the Sales Agreement. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering.
In connection with entering into the Sales Agreement, we entered into a
conditional amendment (the "NPA Amendment") to the Note Purchase Agreement
originally dated
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The descriptions of the material terms of the Sales Agreement and the NPA Amendment are not intended to be complete and is qualified in their entirety by reference to the Sales Agreement and the NPA Amendment, which are filed as Exhibits 1.1 and 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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-------------------------------------------------------------------------------- Item 9.01 Financial Statements and Exhibits. (d) Exhibits.
Exhibit No. Description
1.1 At Market Issuance Sales Agreement, dated November 5, 2021, between Ontrak, Inc. and B. Riley FBR, Inc. 5.1 Opinion of Loeb & Loeb LLP. 10.1 Seventh Amendment to Note Purchase Agreement by and among the Company and Goldman Sachs Specialty Lending Group L.P. dated as of November 5 , 2021. 23.1 Consent of Loeb & Loeb (included in Exhibit 5.1). 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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