Item 3.01 - Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard? Transfer of Listing.

On September 14, 2022, Ontrak, Inc. (the "Company") received a letter (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company no longer meets the minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1) (the "Minimum Bid Price Requirement") because the closing bid price for the Company's common stock was less than $1.00 for the previous 30 consecutive business days. The Notice has no immediate effect on the listing of the Company's common stock on The Nasdaq Global Market.

Under Nasdaq Listing Rule 5810(c)(3)(A), the Company has a 180-calendar day grace period, or until March 13, 2023 (the "Compliance Date"), to regain compliance with the Minimum Bid Price Requirement. The Minimum Bid Price Requirement will be met if the Company's common stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-calendar day grace period, unless Nasdaq exercises its discretion to extend such 10-day period. If the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional 180-calendar day compliance period, subject to satisfying the conditions in the applicable Nasdaq Listing Rules. The Company is monitoring the closing bid price of its common stock and will consider options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement.

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