Failure to Satisfy Listing Rule (Form 8-K)

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

On August 7, 2025, Ontrak, Inc. (the "Company"), received a letter from The Nasdaq Stock Market, LLC ("Nasdaq") stating that the Company no longer meets the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Rule") because the closing bid price for the Company's common stock was less than $1.00 from June 25 through August 6, 2025.

As previously reported, the Company is subject to a Nasdaq Discretionary Panel Monitor for a one-year period from October 7, 2024. As such, the Company is not eligible for a grace period within which to regain compliance with the Minimum Bid Price Rule. Accordingly, the Nasdaq Staff (the "Staff") determined to delist the Company's securities from The Nasdaq Capital Market, and unless the Company requests an appeal of this determination by August 14, 2025, trading of the Company's common stock will be suspended at the opening of business on August 18, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the "SEC"), which will remove the Company's securities from listing and registration on Nasdaq.

In addition, the August 7 letter also stated that the Staff determined that the Company is a "public shell," and that the continued listing of its securities is no longer warranted pursuant to Nasdaq Listing Rule 5101. As previously reported, in a Current Form 8-K filed with the SEC on July 31, 2025, among other things, the Company reported that its board of directors determined to cease the Company's operations and to terminate the employment of all its employees effective July 31, 2025.

The Company does not plan to request an appeal of the delisting determination and expects that trading of the Company's common stock on Nasdaq will be suspended at the opening of business on August 18, 2025. Following such suspension of trading, the Company's common stock may be quoted on the OTC Markets Group.

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