SEC Comment Letter for Ontrak, Inc. (OTRK, OTRKP) (CIK 0001136174) (OTRKQ) — Apr 6, 2017
Ontrak, Inc. (OTRK, OTRKP) (CIK 0001136174)
Date: April 6, 2017 · CIK: 0001136174 · Accession: 0000000000-17-011861
AI Filing Summary & Sentiment
File numbers found in text: 333-216007
Letter
Mail Stop 3561 April 6 , 2017 Via E -mail Terren S. Peizer Chief Executive Officer Catasys, Inc. 11601 Wilshire Boulevard, Suite 1100 Los Angeles, CA 90025
Re: Catasys, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed March 31 , 2017 File No. 333-216007
Dear Mr. Peizer :
We have limited our review of your amended registration statement to those issues we have addressed in our comment s. In our comment s, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment s apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comment s, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 28, 2017 letter .
Summary
Annual Meeting, page 3
1. We note your statement in your response dated March 20, 2017 that “we have mailed to the stockholders the information statement required by Regulation 14C under the Securities Exchange Act of 1934, as amended, when and as applicable.” Please revise your disclosure to include your response in this section. Please advise us when the company sent the information statement s required by Regulation 14C to its stockholders and briefly indicate the matters covered by these information statements.
Terren S. Peizer Catasys, Inc. April 6 , 2017 Page 2
Risk Factors
We have not held regular annual meetings in the past …, page 11
2. Please revise to address the risks associated with not filing a Schedule 14C and not complying with the requirements Section 14 of the Securities Exchange Act of 1934 and the rules promulgated thereunder.
Please contact Jonathan Burr at (202) 551 -5833 or David Link at (202) 551 -3356 with any questio ns.
Sincerely,
/s/ David Link for
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Mail Stop 3561 April 6 , 2017 Via E -mail Terren S. Peizer Chief Executive Officer Catasys, Inc. 11601 Wilshire Boulevard, Suite 1100 Los Angeles, CA 90025 Re: Catasys, Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed March 31 , 2017 File No. 333-216007 Dear Mr. Peizer : We have limited our review of your amended registration statement to those issues we have addressed in our comment s. In our comment s, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our comment s apply to your facts and circums tances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comment s, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 28, 2017 letter . Summary Annual Meeting, page 3 1. We note your statement in your response dated March 20, 2017 that “we have mailed to the stockholders the information statement required by Regulation 14C under the Securities Exchange Act of 1934, as amended, when and as applicable.” Please revise your disclosure to include your response in this section. Please advise us when the company sent the information statement s required by Regulation 14C to its stockholders and briefly indicate the matters covered by these information statements. Terren S. Peizer Catasys, Inc. April 6 , 2017 Page 2 Risk Factors We have not held regular annual meetings in the past …, page 11 2. Please revise to address the risks associated with not filing a Schedule 14C and not complying with the requirements Section 14 of the Securities Exchange Act of 1934 and the rules promulgated thereunder. Please contact Jonathan Burr at (202) 551 -5833 or David Link at (202) 551 -3356 with any questio ns. Sincerely, /s/ David Link for John Reynolds Assistant Director Office of Beverages, Apparel, and Mining cc: Kenneth R. Koch, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.