Ontrak (OTRK) 10-Q 21 Nov 22 2022 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2022	Nov. 15, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-31932
Entity Registrant Name	Ontrak, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-0464853
Entity Address, Address Line One	2200 Paseo Verde Parkway
Entity Address, Address Line Two	Suite 280
Entity Address, City or Town	Henderson
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89052
City Area Code	310
Local Phone Number	444-4300
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		27,034,375
Entity Central Index Key	0001136174
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Common Stock, $0.0001 par value
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	OTRK
Security Exchange Name	NASDAQ
9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value
Document Information [Line Items]
Title of 12(b) Security	9.50% Series A Cumulative Perpetual Preferred Stock, $0.0001 par value
Trading Symbol	OTRKP
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 7,253	$ 58,824
Restricted cash - current	4,477	6,716
Receivables, net	4,590	5,938
Unbilled receivables	412	3,235
Deferred costs - current	145	600
Prepaid expenses and other current assets	2,179	5,019
Total current assets	19,056	80,332
Long-term assets:
Property and equipment, net	2,505	3,785
Restricted cash - long-term	204	406
Goodwill	5,713	5,713
Intangible assets, net	1,430	2,346
Other assets	1,038	444
Operating lease right-of-use assets	712	656
Total assets	30,658	93,682
Current liabilities:
Accounts payable	1,768	1,001
Accrued compensation and benefits	2,095	2,343
Deferred revenue	288	441
Current portion of operating lease liabilities	655	595
Other accrued liabilities	2,710	5,953
Total current liabilities	7,516	10,333
Long-term liabilities:
Long-term debt, net	9,218	35,792
Long-term operating lease liabilities	711	932
Long-term finance lease liabilities	8	136
Other liabilities	0	934
Total liabilities	17,453	48,127
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 3,770,265 shares issued and outstanding at each of September 30, 2022 and December 31, 2021	0	0
Common stock, $0.0001 par value; 500,000,000 shares authorized; 26,914,155 and 20,680,186 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	3	2
Additional paid-in capital	446,837	436,721
Accumulated deficit	(433,635)	(391,168)
Total stockholders' equity	13,205	45,555
Total liabilities and stockholders' equity	$ 30,658	$ 93,682

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Preferred stock, shares issued (in shares)	3,770,265	3,770,265
Preferred stock, shares outstanding (in shares)	3,770,265	3,770,265
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	26,914,155	20,680,186
Common stock, shares outstanding (in shares)	26,914,155	20,680,186

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Statement [Abstract]
Revenue	$ 2,843	$ 18,594	$ 12,004	$ 73,801
Cost of revenue	1,436	5,856	6,488	27,125
Gross profit	1,407	12,738	5,516	46,676
Operating expenses:
Research and development	2,833	4,563	9,113	13,531
Sales and marketing	1,151	2,269	3,893	7,839
General and administrative	7,552	11,325	27,694	33,966
Restructuring, severance and related costs	934	49	934	1,339
Total operating expenses	12,470	18,206	41,634	56,675
Operating loss	(11,063)	(5,468)	(36,118)	(9,999)
Other expense, net	(1,241)	(361)	(3,213)	(1,004)
Interest expense, net	(440)	(2,054)	(2,996)	(6,090)
Loss before income taxes	(12,744)	(7,883)	(42,327)	(17,093)
Income tax expense	(20)	0	(140)	0
Net loss	(12,764)	(7,883)	(42,467)	(17,093)
Dividends on preferred stock - declared and undeclared	(2,239)	(2,239)	(6,716)	(6,716)
Net loss attributable to common stockholders	(15,003)	(10,122)	(49,183)	(23,809)
Net loss attributable to common stockholders	$ (15,003)	$ (10,122)	$ (49,183)	$ (23,809)
Net loss per common share, basic (in dollars per share)	$ (0.62)	$ (0.54)	$ (2.24)	$ (1.31)
Net loss per common share, diluted (in dollars per share)	$ (0.62)	$ (0.54)	$ (2.24)	$ (1.31)
Weighted-average common shares outstanding, basic (in shares)	24,339	18,915	21,995	18,236
Weighted-average common shares outstanding, diluted (in shares)	24,339	18,915	21,995	18,236

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		3,770,265	17,543,218
Beginning balance at Dec. 31, 2020	$ 60,751	$ 0	$ 2	$ 414,773	$ (354,024)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Preferred dividends declared	(6,712)			(6,712)
Warrants exercised (in shares)			1,184,641
Warrants exercised	58			58
Stock option exercised (in shares)			395,181
Stock options exercised	5,584			5,584
401(k) employer match (in shares)			32,441
401(k) employer match	840			840
Stock-based compensation expense	8,871			8,871
Net loss	(17,093)				(17,093)
Ending balance (in shares) at Sep. 30, 2021		3,770,265	19,155,481
Ending balance at Sep. 30, 2021	52,299	$ 0	$ 2	423,414	(371,117)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		3,770,265	18,657,840
Beginning balance at Jun. 30, 2021	59,033	$ 0	$ 2	422,265	(363,234)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Preferred dividends declared	(2,274)			(2,274)
Warrants exercised (in shares)			463,567
Warrants exercised	0
Stock option exercised (in shares)			16,083
Stock options exercised	183			183
401(k) employer match (in shares)			17,991
401(k) employer match	330			330
Stock-based compensation expense	2,910			2,910
Net loss	(7,883)				(7,883)
Ending balance (in shares) at Sep. 30, 2021		3,770,265	19,155,481
Ending balance at Sep. 30, 2021	52,299	$ 0	$ 2	423,414	(371,117)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		3,770,265	19,155,481
Beginning balance (in shares)		3,770,265	20,680,186
Beginning balance at Dec. 31, 2021	45,555	$ 0	$ 2	436,721	(391,168)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Preferred dividends declared	(2,239)			(2,239)
Common stock issued relating to registered direct offering, net (in shares)			5,000,000
Common stock issued relating to registered direct offering, net	3,294		$ 1	3,293
Common stock issued relating to settlement of contingent consideration (in shares)			33,415
Common stock issued relating to settlement of contingent consideration	293			293
Common stock issued for financing and other consulting services (in shares)			795,200
Common stock issued for financing and consulting services	1,351			1,351
Warrants issued	617			617
Restricted stock units vested, net of taxes (in shares)			31,607
Restricted stock units vested, net of taxes	(6)			(6)
401(k) employer match (in shares)			373,747
401(k) employer match	525			525
Stock-based compensation expense	6,282			6,282
Net loss	(42,467)				(42,467)
Ending balance (in shares) at Sep. 30, 2022		3,770,265	26,914,155
Ending balance at Sep. 30, 2022	13,205	$ 0	$ 3	446,837	(433,635)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		3,770,265	20,947,850
Beginning balance at Jun. 30, 2022	19,732	$ 0	$ 2	440,601	(420,871)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock issued relating to registered direct offering, net (in shares)			5,000,000
Common stock issued relating to registered direct offering, net	3,294		$ 1	3,293
Common stock issued for financing and other consulting services (in shares)			739,645
Common stock issued for financing and consulting services	1,249			1,249
Warrants issued	334			334
Restricted stock units vested, net of taxes (in shares)			28,216
Restricted stock units vested, net of taxes	(3)			(3)
401(k) employer match (in shares)			198,444
401(k) employer match	144			144
Stock-based compensation expense	1,219			1,219
Net loss	(12,764)				(12,764)
Ending balance (in shares) at Sep. 30, 2022		3,770,265	26,914,155
Ending balance at Sep. 30, 2022	$ 13,205	$ 0	$ 3	$ 446,837	$ (433,635)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance (in shares)		3,770,265	26,914,155

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities
Net loss	$ (42,467)	$ (17,093)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	6,282	8,871
Write-off of debt issuance costs	3,334	0
Depreciation expense	2,222	658
Amortization expense	1,946	2,181
Gain on forgiveness of PPP loan	0	(171)
Change in fair value of warrants	(121)	0
Change in fair value of contingent consideration	0	1,305
401(k) employer match in common shares	528	860
Common stock issued for consulting services	102	0
Changes in operating assets and liabilities:
Receivables	1,348	11,478
Unbilled receivables	2,823	(834)
Prepaid expenses and other current assets	2,966	1,674
Accounts payable	758	(285)
Deferred revenue	(153)	(15,633)
Leases liabilities	(160)	(208)
Other accrued liabilities	(1,928)	(3,914)
Net cash used in operating activities	(22,520)	(11,111)
Cash flows from investing activities
Purchase of property and equipment	(1,004)	(3,865)
Net cash used in investing activities	(1,004)	(3,865)
Cash flows from financing activities
Repayments of 2024 Notes	(39,194)	0
Proceeds from Keep Well Notes	11,000	0
Proceeds from issuance of common stock	4,000	0
Common stock issuance costs	(706)	0
Dividends paid	(2,239)	(6,712)
Debt issuance costs	(792)	0
Proceeds from warrant exercise	0	58
Proceeds from options exercise	0	5,584
Finance lease obligations	(226)	(243)
Financed insurance premium payments	(2,325)	(2,154)
Payment of taxes related to net-settled stock awards	(6)	0
Net cash used in financing activities	(30,488)	(3,467)
Net change in cash and restricted cash	(54,012)	(18,443)
Cash and restricted cash at beginning of period	65,946	103,210
Cash and restricted cash at end of period	11,934	84,767
Supplemental disclosure of cash flow information:
Interest paid	2,307	5,483
Income taxes paid	210	91
Non-cash financing and investing activities:
Common stock issued in connection with Keep Well Agreement	1,249	0
Financed insurance premium	352	0
Common stock issued to settle contingent consideration	293	0
Accrued debt issuance costs	138	0
Finance lease and accrued purchases of property and equipment	31	230
2024 Notes
Non-cash financing and investing activities:
Warrants issued	458	0
Keep Well Note
Non-cash financing and investing activities:
Warrants issued	$ 322	$ 0

Organization

Organization	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Company Overview Ontrak, Inc. (“Ontrak,” “Company,” “we,” “us” or “our”) is an AI-powered and telehealth-enabled, virtualized healthcare company, whose mission is to help improve the health and save the lives of as many people as possible. The Company's technology-enabled platform provides claim based analytics and predictive modeling to provide analytic insights throughout the delivery of our personalized treatment program. The Company's program predicts people whose chronic disease will improve with behavior change, recommends effective care pathways that people are willing to follow, and engages and guides them to and through the care they need. By combining predictive analytics with human engagement, we deliver improved member health and validated outcomes and savings to healthcare payors. The Company's integrated, technology-enabled Ontrak TM programs are designed to provide healthcare solutions to members with behavioral conditions that cause or exacerbate chronic medical conditions such as diabetes, hypertension, coronary artery disease, chronic obstructive pulmonary disease, and congestive heart failure, which result in high medical costs. Ontrak has a unique ability to engage these members, who do not otherwise seek behavioral healthcare, leveraging proprietary enrollment capabilities built on deep insights into the drivers of care avoidance. Ontrak integrates evidence-based psychosocial and medical interventions delivered either in-person or via telehealth, along with care coaching and in-market community care coordinators who address the social and environmental determinants of health, including loneliness. The Ontrak program seek to improve member health and deliver validated cost savings to healthcare payors. Basis of Presentation The accompanying condensed consolidated financial statements include Ontrak, Inc. and its wholly-owned subsidiaries and variable interest entities (VIEs). The accompanying condensed consolidated financial statements for Ontrak, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed financial statements included all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the entire fiscal year. The accompanying unaudited financial information should be read in conjunction with the audited financial statements and the notes thereto included in the most recent Annual Report on Form 10-K for the year-ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC"), from which the consolidated balance sheet as of December 31, 2021 has been derived. The Company operates as one segment. The Company’s ability to fund ongoing operations is dependent on several factors. The Company aims to increase the number of members that are eligible for its solutions by signing new contracts and identifying more eligible members in existing contracts. Additionally, the Company’s funding is dependent upon the success of management’s plan to increase revenue and control expenses. The Company provides services to commercial (employer funded), managed Medicare Advantage, managed Medicaid and duel eligible (Medicare and Medicaid) populations. The Company also provides mental health and wellbeing support to members of employer customers under our LifeDojo wellbeing solution. We have incurred significant net losses and negative operating cash flows since our inception, and we expect to continue to incur net losses and negative operating cash flow, in part due to the negative impact on our operations resulting from customer terminations. As of September 30, 2022, our cash and restricted cash was $11.9 million and we had working capital of approximately $11.5 million. For the nine months ended September 30, 2022, our average monthly cash flow from operations burn rate was $2.5 million. Based on our cash and restricted cash levels, expected revenue from business operations, and after taking into account the amount available to borrow under the Master Note Purchase Agreement we entered into on April 15, 2022 with Acuitas Capital LLC ("Acuitas"), an entity indirectly wholly owned and controlled by Terren S. Peizer, the Company's Executive Chairman and largest stockholder (as amended to date, the "Keep Well Agreement"), we expect to have sufficient cash to cover our operating expenses through at least the next twelve months following the date our financial statements in this report are issued. As of the date of this Quarterly Report on Form 10-Q, the Company had $14 million of available borrowing capacity under the Keep Well Agreement. See Note 10 and Note 14 below for more information about the Keep Well Agreement. However, delays in cash collections, lower revenue than anticipated, unforeseen expenditures, or our inability to satisfy the conditions precedent to borrowing funds under the Keep Well Agreement could impact our expectations. In addition to revenue from business operations, our primary source of capital is the amount available under the Keep Well Agreement. We may also be able to raise capital through equity financing, however, when we can effect such sales and the amount of shares we can sell depends on a variety of factors to be determined by us from time to time, including, among others, market conditions, the trading price of our common stock and our determination as to the appropriate sources of funding for our operations. Management plans to continue to execute on its strategy by (i) exploring other sources of capital with either debt or equity financing for on-going liquidity needs; (ii) continuing to manage operating costs by strategically pursuing cost optimization initiatives; and (iii) continuing to pursue executing our growth strategy by improving our marketing techniques and implementing new features to increase customer engagement, adding new members and securing new customer contracts. There can be no assurance that capital will be available when needed or that, if available, it will be obtained on terms favorable to us and our stockholders, that we will be successful in implementing cost optimization initiatives, or that we will be successful in executing our growth strategy. In addition, our ability to borrow funds under the Keep Well Agreement is subject to conditions precedent being satisfied, and we may not satisfy such conditions precedent if and when we need to borrow funds thereunder. Furthermore, equity or debt financings may have a dilutive effect on the holdings of our existing stockholders, and debt financings may subject us to, and if we borrow funds under the Keep Well Agreement, we will be subject to, restrictive covenants, operational restrictions and security interests in our assets. Recently Adopted Accounting Standards In May 2021, the FASB issued ASU No. 2021-04, "Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU 2021-04"), to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in ASU 2021-04 are effective for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. The adoption of ASU 2021-04 on January 1, 2022 did not have a material effect on our condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06").” ASU 2020-06 modifies and simplifies accounting for convertible instruments, and eliminates certain separation models that require separating embedded conversion features from convertible instruments. ASU 2020-06 also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of ASU 2020-06 on January 1, 2022 did not have a material effect on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements In the time since the Company filed its most recent Annual Report on Form 10-K for the year ended December 31, 2021, there were no new accounting standards issued, but not yet adopted by the Company, which are expected to materially affect the Company's condensed consolidated financial statements.

Restricted Cash

Restricted Cash	9 Months Ended
	Sep. 30, 2022
Cash and Cash Equivalents [Abstract]
Restricted Cash	Restricted CashThe following table provides a reconciliation of cash, cash equivalents and restricted cash total as presented in the condensed consolidated statement of cash flows for the periods presented (in thousands): September 30, 2022 December 31, 2021 Cash and cash equivalents $ 7,253 $ 58,824 Restricted cash - current: Dividend payments on preferred stock 4,477 6,716 Subtotal - Restricted cash - current 4,477 6,716 Restricted cash - long term: Letter of credit (1) 204 306 Cash required per note agreement (2) — 100 Subtotal - Restricted cash - long term 204 406 Cash, cash equivalents and restricted cash $ 11,934 $ 65,946 ____________ (1) LOC required as part of our Santa Monica, CA office lease. (2) Cash required to be maintained in our accounts per the 2024 Note agreement, which loan balance was fully repaid in July 2022.

Accounts Receivable and Revenue

Accounts Receivable and Revenue Concentration	9 Months Ended
	Sep. 30, 2022
Receivables [Abstract]
Accounts Receivable and Revenue Concentration	Accounts Receivable and Revenue Concentration The following table is a summary of concentration of credit risk by customer revenues as a percentage of our total revenue: Three Months Ended Nine Months Ended Percentage of Revenue 2022 2021 2022 2021 Customer A 48.1 % 12.3 % 47.8 % 10.3 % Customer B 35.7 6.2 28.8 4.3 Customer C 11.6 7.4 16.2 4.0 Customer D — 50.8 — 46.5 Customer E — 17.7 1.6 31.3 Remaining customers 4.6 5.6 5.6 3.6 100.0 % 100.0 % 100.0 % 100.0 % The following table is a summary of concentration of credit risk by customer accounts receivables as a percentage of our total accounts receivable: Percentage of Accounts Receivable September 30, 2022 December 31, 2021 Customer C (1) 82.9 % — % Customer A 10.0 — Customer E 4.3 94.0 Remaining customers 2.8 6.0 100.0 % 100.0 % ___________ (1) 100% of the outstanding accounts receivable balance for this customer at September 30, 2022 has been received as of the date of this Quarterly Report on Form 10-Q. The Company applies the specific identification method for assessing provision for doubtful accounts. There was no bad debt expense in each of the three and nine months ended September 30, 2022 and 2021.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment consisted of the following (in thousands): September 30, December 31, 2022 2021 Software $ 6,536 $ 4,051 Computers and equipment 464 456 ROU assets - finance lease 375 375 Leasehold improvements 17 17 Software development in progress 56 1,514 Subtotal 7,448 6,413 Less: Accumulated depreciation and amortization (4,943) (2,628) Property and equipment, net $ 2,505 $ 3,785 Total depreciation and amortization expense relating to property and equipment presented above was $0.8 million and $0.4 million for the three months ended September 30, 2022 and 2021, respectively, and $2.3 million and $0.9 million for the nine months ended September 30, 2022 and 2021, respectively. Capitalized Internal Use Software Costs During the three months ended September 30, 2022 and 2021, we capitalized $0.2 million and $1.4 million, respectively, of costs relating to development of internal use software, and recorded $0.8 million and $0.2 million, respectively, of amortization expense relating to capitalized internal use software, which was included in total depreciation and amortization expense as described above.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill The carrying amount of indefinite-lived goodwill was $5.7 million as of September 30, 2022 and December 31, 2021. Intangible Assets The following table sets forth amounts recorded for intangible assets subject to amortization (in thousands): At September 30, 2022 At December 31, 2021 Weighted Average Estimated Useful Life (years) Gross Value Accumulated Amortization Net Carrying Value Gross Value Accumulated Amortization Net Carrying Value Acquired software technology 3 $ 3,500 $ (2,236) $ 1,264 $ 3,500 $ (1,361) $ 2,139 Customer relationships 5 270 (104) 166 270 (63) 207 Total $ 3,770 $ (2,340) $ 1,430 $ 3,770 $ (1,424) $ 2,346 Amortization expense for intangible assets presented above was $0.3 million for each of the three months ended September 30, 2022 and 2021 and $0.9 million for each of the nine months ended September 30, 2022 and 2021. At September 30, 2022, estimated amortization expense for intangible assets for each of the five years thereafter was as follows (in thousands): Remainder of 2022 $ 305 2023 1,026 2024 54 2025 45 Total $ 1,430

Restructuring, Severance and Re

Restructuring, Severance and Related Costs	9 Months Ended
	Sep. 30, 2022
Restructuring and Related Activities [Abstract]
Restructuring, Severance and Related Costs	Restructuring, severance and related costsIn August 2022, the Company's management approved a restructuring plan as part of management's cost saving measures, reducing approximately 34% of positions, in order to reduce its operating costs and help align with its previously stated strategic initiatives. During the three months ended September 30, 2022, the Company incurred a total of approximately $0.9 million of termination benefits to the impacted employees, including severance payments and benefits, recorded as part of "Restructuring, severance and related costs" on our condensed consolidated statement of operations for the three and nine months ended September 30, 2022. As of September 30, 2022, we paid a total of $0.8 million of the total $0.9 million of termination benefits incurred through September 30, 2022 and we had $0.1 million of accrued termination related costs remaining as part of "Other accrued liabilities" on the Company's condensed consolidated balance sheet. In March 2021, the Company’s management assessed various options and deemed it prudent to initiate workforce reduction plans to effectively align its resources and manage its operating costs subsequent to receiving a termination notice from the Company's then largest customer (discussed above in Note 3). During the three and nine months ended September 30, 2021, the Company incurred $0.05 million and $1.3 million, respectively, of severance and related benefit costs recorded as part of "Restructuring, severance and related costs" on the Company's condensed consolidated statement of operations.

Common Stock and Preferred Stoc

Common Stock and Preferred Stock	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Common Stock and Preferred Stock	Common Stock and Preferred Stock Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by giving effect to all potential shares of common stock, preferred stock and outstanding stock options and warrants, to the extent dilutive. Basic and diluted net loss per common share was the same for each period presented below as the inclusion of any such potential shares of common stock would have been anti-dilutive. Basic and diluted net loss per common share (in thousands, except per share amounts) was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss $ (12,764) $ (7,883) $ (42,467) $ (17,093) Dividends on preferred stock - declared and undeclared (2,239) (2,239) (6,716) (6,716) Net loss attributable to common stockholders $ (15,003) $ (10,122) $ (49,183) $ (23,809) Weighted-average shares of common stock outstanding 24,339 18,915 21,995 18,236 Net loss per common share - basic and diluted $ (0.62) $ (0.54) $ (2.24) $ (1.31) The following common equivalent shares as of September 30, 2022 and 2021, issuable upon exercise of stock options and warrants, have been excluded from the diluted earnings per share calculation as their effect was anti-dilutive: September 30, 2022 2021 Warrants to purchase common stock 1,576,256 626,321 Options to purchase common stock 3,378,626 3,258,353 Total 4,954,882 3,884,674 Equity Offerings Common Stock On August 2, 2022, the Company entered into a securities purchase agreement with certain institutional investors for the purchase and sale of 5,000,000 shares of the Company’s common stock at a purchase price of $0.80 per share in a registered direct offering. The offering closed on August 4, 2022 and the Company received total net proceeds of approximately $3.3 million (excluding approximately $0.7 million of fees and expenses). The Company used the net proceeds from the offering for working capital purposes. On September 2, 2022, pursuant to the terms of the Keep Well Agreement, as discussed in Note 10, the Company issued 739,645 shares of common stock to Acuitas subsequent to obtaining stockholder approval on August 29, 2022 at the annual shareholder meeting. Preferred Stock In 2020, the Company completed the issuance of a total of 3,770,265 shares of 9.50% Series A Cumulative Perpetual Preferred Stock (the "Series A Preferred Stock"), which is listed on the Nasdaq Global Market under the symbol "OTRKP." The Company, generally, may not redeem the Series A Preferred Stock until August 25, 2025, except upon the occurrence of a Delisting Event or Change of Control (as defined in the Certificate of Designations establishing the Series A Preferred Stock), and on and after August 25, 2025, the Company may, at its option, redeem the Series A Preferred Stock, in whole, at any time, or in part, from time to time, for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends. The Series A Preferred Stock has no maturity date and will remain outstanding indefinitely unless redeemed by the Company or exchanged for shares of common stock in connection with a Delisting Event or Change of Control. Holders of Series A Preferred Stock generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters, whether or not declared or consecutive) and in certain other events.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	Stock-Based Compensation The Company's 2017 Stock Incentive Plan (the “2017 Plan”) and 2010 Stock Incentive Plan (the “2010 Plan”) provide for the issuance of 9,359,397 shares of the Company's common stock. The Company has granted stock options to executive officers, employees, members of the Company's board of directors, and certain outside consultants and restricted stock units ("RSUs") to employees. The terms and conditions upon which options become exercisable vary among grants; however, option rights expire no later than ten years from the date of grant and employee and Board of Director awards generally vest over one four Stock-based compensation expense was $1.2 million and $2.9 million for the three months ended September 30, 2022 and 2021, respectively, and $6.3 million and $8.9 million for the nine months ended September 30, 2022 and 2021, respectively. The assumptions used in the Black-Scholes option-pricing model were as follows: Nine Months Ended Volatility 88.00% - 100.0% Risk-free interest rate 1.04% - 3.45% Expected life (in years) 2.67 - 4.61 Dividend yield 0 % The expected volatility assumptions have been based on the historical and expected volatility of our stock and comparable companies, measured over a period generally commensurate with the expected term or acceptable period to determine reasonable volatility. The weighted average expected option term for the nine months ended September 30, 2022 reflects the application of the simplified method prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 107 (as amended by SAB 110), which defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. Stock Options - Employees and Directors A summary of stock option activity for employees, directors and consultants is as follows: Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2021 3,618,145 $ 7.51 Granted 919,946 3.14 Forfeited (1,159,465) 10.48 Outstanding as of September 30, 2022 3,378,626 5.03 Options vested and exercisable as of September 30, 2022 1,001,513 $ 6.48 As of September 30, 2022, there was $4.4 million of total unrecognized compensation cost related to non-vested stock compensation arrangements granted to employees, directors and consultants under the 2017 Amended Plan, which is expected to be recognized over a weighted-average period of approximately 1.56 years. Restricted Stock Units - Employees The Company estimates the fair value of RSUs based on the closing price of our common stock on the date of grant. The following table summarizes our RSU award activity issued under the 2017 Plan: Restricted Stock Units Weighted- Non-vested at December 31, 2021 111,874 $ 33.27 Granted 1,405,277 0.66 Forfeited (28,875) 28.31 Vested and distributed (36,250) 16.79 Non-vested at September 30, 2022 1,452,026 32.18 As of September 30, 2022, there was $2.9 million of unrecognized compensation cost related to unvested outstanding RSUs. We expect to recognize these costs over a weighted average period of 2.92 years. Warrants - Non-employees The Company has also granted warrants to purchase common stock that have been approved by our Board of Directors. A summary of warrants activity was as follows: Number of Warrants Weighted Average Outstanding as of December 31, 2021 35,832 $ 16.75 Granted 1,540,424 1.43 Outstanding as of September 30, 2022 1,576,256 1.78 Warrants exercisable as of September 30, 2022 1,576,256 1.78 In connection with entering into the Eighth Amendment of our note purchase agreement for our 2024 Notes on March 8, 2022, as discussed in Note 10 below, the Company issued to Special Situations Investing Group II, LLC (the “Holder”), a Purchase Warrant for Common Shares (the “Amendment Warrant”) pursuant to which the Holder may purchase shares of the Company’s common stock in an aggregate amount of up 111,680 shares. Also, the Company issued additional warrants monthly beginning on March 31, 2022 through June 30, 2022 (each a “Ticking Warrant” and together with the Amendment Warrant, the “Warrants”) having the same terms as the Amendment Warrant, to purchase a total of 118,931 shares of the Company's common stock. See Note 10 below for more information. In connection with Keep Well Agreement and the Company's borrowings thereunder, as discussed in Note 10 below, as of September 30, 2022, the Company has issued to Acuitas warrants to purchase 1,301,775 shares of the Company’s common stock (the "Keep Well Warrants"). The Keep Well Warrants have a term of five years and an exercise price equal to $1.69, which was the closing price of the Company’s common stock as reported on Nasdaq immediately preceding the time the parties entered into the Keep Well Agreement. Performance-Based and Market-Based Awards The Company’s Compensation Committee designed a compensation structure to align the compensation level of the Executive Chairman to the performance of the Company through the issuance of market-based stock options. The market-based options vest upon the Company’s stock price reaching a certain price at a specific performance period and the total amount of compensation expense recognized is based on a Monte Carlo simulation that factors in the probability of the award vesting. The following table summarizes the Company’s outstanding awards under this structure: Grant Date Performance Measures Vesting Term Performance Period # of Shares Exercise Price December 2017 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 642,307 $ 7.50 August 2018 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 397,693 $ 7.50

Leases

Leases	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Leases	Leases The Company determines whether an arrangement is a lease, or contains a lease, at inception and recognizes right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on our balance sheet and classifies the leases as either operating or financing leases. The Company leases office space in Henderson, Nevada, which lease was entered into with an effective date of March 24, 2022 and serves as the Company's new headquarters, as well as in Santa Monica, California and in Rosemont, Illinois, which are accounted for as operating leases, and various computer equipment used in the operation of our business, which are accounted for as finance leases. The operating lease agreements include a total of 13,166 square feet of office space for lease terms ranging from 26 months to 60 months. The finance leases are generally for 36 month terms. On April 12, 2022, the Company entered into a sublease agreement with a subtenant for 100% of the leased office space located at Santa Monica, California. The sublease agreement commenced on June 3, 2022 and will expire on July 17, 2024, unless sooner terminated. The Company has not been relieved of its primary obligation under the original lease and the sublease agreement has been classified as an operating lease. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The lease includes renewal options and escalation clauses. The renewal options have not been included in the calculation of the operating lease liability and right-of-use asset as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. Quantitative information for our leases is as follows (in thousands): Condensed Consolidated Balance Sheets Balance Sheet Classification September 30, 2022 December 31, 2021 Assets Operating lease assets "Operating lease right-of-use-assets" $ 712 $ 656 Finance lease assets "Property and equipment, net" 94 186 Total lease assets $ 806 $ 842 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 655 $ 595 Finance lease liabilities "Other accrued liabilities" 184 282 Non-current Operating lease liabilities "Long-term operating lease liabilities" 711 932 Finance lease liabilities "Long-term finance lease liabilities" 8 136 Total lease liabilities $ 1,558 $ 1,945 Three Months Ended Nine Months Ended Condensed Consolidated Statements of Operations 2022 2021 2022 2021 Operating lease expense $ 114 $ 183 $ 330 $ 537 Short-term lease rent expense 1 10 6 57 Variable lease expense 16 13 13 31 Operating sublease income (97) — (128) — Total rent expense, net $ 34 $ 206 $ 221 $ 625 Finance lease expense Amortization of leased assets $ 30 $ 79 $ 93 $ 240 Interest on lease liabilities 4 12 16 34 Total $ 34 $ 91 $ 109 $ 274 Nine Months Ended Condensed Consolidated Statements of Cash Flows 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 552 $ 478 Financing cash flows from finance leases 226 243 Cash received for operating sublease 99 — Other Information September 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 2.6 2.3 Financing leases 0.9 1.5 Weighted-average discount rate Operating leases 12.56 % 10.73 % Finance leases 12.59 % 11.46 % The following table sets forth maturities of our lease liabilities (in thousands): September 30, 2022 Operating Leases Financing Leases Total Remainder of 2022 $ 205 $ 59 $ 264 2023 760 139 899 2024 420 — 420 2025 90 — 90 2026 and thereafter 109 — 109 Total lease payments 1,584 198 1,782 Less: imputed interest (218) (6) (224) Present value of lease liabilities 1,366 192 1,558 Less: current portion (655) (184) (839) Lease liabilities, non-current $ 711 $ 8 $ 719
Leases	Leases The Company determines whether an arrangement is a lease, or contains a lease, at inception and recognizes right-of-use assets and lease liabilities, initially measured at present value of the lease payments, on our balance sheet and classifies the leases as either operating or financing leases. The Company leases office space in Henderson, Nevada, which lease was entered into with an effective date of March 24, 2022 and serves as the Company's new headquarters, as well as in Santa Monica, California and in Rosemont, Illinois, which are accounted for as operating leases, and various computer equipment used in the operation of our business, which are accounted for as finance leases. The operating lease agreements include a total of 13,166 square feet of office space for lease terms ranging from 26 months to 60 months. The finance leases are generally for 36 month terms. On April 12, 2022, the Company entered into a sublease agreement with a subtenant for 100% of the leased office space located at Santa Monica, California. The sublease agreement commenced on June 3, 2022 and will expire on July 17, 2024, unless sooner terminated. The Company has not been relieved of its primary obligation under the original lease and the sublease agreement has been classified as an operating lease. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The lease includes renewal options and escalation clauses. The renewal options have not been included in the calculation of the operating lease liability and right-of-use asset as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. Quantitative information for our leases is as follows (in thousands): Condensed Consolidated Balance Sheets Balance Sheet Classification September 30, 2022 December 31, 2021 Assets Operating lease assets "Operating lease right-of-use-assets" $ 712 $ 656 Finance lease assets "Property and equipment, net" 94 186 Total lease assets $ 806 $ 842 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 655 $ 595 Finance lease liabilities "Other accrued liabilities" 184 282 Non-current Operating lease liabilities "Long-term operating lease liabilities" 711 932 Finance lease liabilities "Long-term finance lease liabilities" 8 136 Total lease liabilities $ 1,558 $ 1,945 Three Months Ended Nine Months Ended Condensed Consolidated Statements of Operations 2022 2021 2022 2021 Operating lease expense $ 114 $ 183 $ 330 $ 537 Short-term lease rent expense 1 10 6 57 Variable lease expense 16 13 13 31 Operating sublease income (97) — (128) — Total rent expense, net $ 34 $ 206 $ 221 $ 625 Finance lease expense Amortization of leased assets $ 30 $ 79 $ 93 $ 240 Interest on lease liabilities 4 12 16 34 Total $ 34 $ 91 $ 109 $ 274 Nine Months Ended Condensed Consolidated Statements of Cash Flows 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 552 $ 478 Financing cash flows from finance leases 226 243 Cash received for operating sublease 99 — Other Information September 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 2.6 2.3 Financing leases 0.9 1.5 Weighted-average discount rate Operating leases 12.56 % 10.73 % Finance leases 12.59 % 11.46 % The following table sets forth maturities of our lease liabilities (in thousands): September 30, 2022 Operating Leases Financing Leases Total Remainder of 2022 $ 205 $ 59 $ 264 2023 760 139 899 2024 420 — 420 2025 90 — 90 2026 and thereafter 109 — 109 Total lease payments 1,584 198 1,782 Less: imputed interest (218) (6) (224) Present value of lease liabilities 1,366 192 1,558 Less: current portion (655) (184) (839) Lease liabilities, non-current $ 711 $ 8 $ 719

Debt

Debt	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Debt	Debt 2024 Notes The Company was party to a Note Purchase Agreement dated September 24, 2019 (the “Note Agreement”) with Goldman Sachs Specialty Lending Group, L.P. and any other purchasers party thereto from time to time (collectively, the “Holders”), as amended, pursuant to which the Company initially issued $35.0 million aggregate principal amount of senior secured notes (the "Initial 2024 Notes"). In August 2020, the Company issued an additional $10.0 million principal amount of senior secured notes as provided under the additional note purchase commitment of the Note Agreement (together with the Initial 2024 Notes, the "2024 Notes").On March 8, 2022, the Company entered into an Eight Amendment to Note Purchase Agreement with the Holders (the "Eighth Amendment"), which among other things, amended certain financial covenants intended to increase the Company's financial flexibility, a prepayment of $11.0 million of the outstanding loan balance without the incurrence of a yield maintenance premium or prepayment fee, which prepayment was made by the Company on March 8, 2022, placed restrictions on the declaration and payment of dividends on the Company's Series A Preferred Stock until after December 31, 2022, and elimination of LIBOR as a reference rate such that the 2024 Notes only bear interest at the Base Rate, as defined in the Note Agreement, going forward. During the first half of 2022, the Company prepaid a total of $31.7 million (including the above mentioned $11.0 million) of the 2024 Notes, and wrote off $2.0 million of debt issuance costs related to the 2024 Notes. On July 15, 2022, the Company entered into a payoff letter agreement with the Holders of our 2024 Notes, pursuant to which the Company paid in full the outstanding loan balance under the 2024 Notes of approximately $7.6 million, which included $0.1 million of accrued interest as of July 15, 2022. The Company funded the payoff with $2.6 million of its cash on hand and $5 million of borrowing under the Keep Well Agreement, as discussed below. All obligations owing by the Company and the other Note Parties (as defined in the Note Purchase Agreement) under the Note Purchase Agreement were released, discharged and satisfied in full, the Note Purchase Agreement and all other Note Documents (as defined in the Note Agreement) were terminated (other than those provisions therein that expressly survive termination), and all liens securing the Company’s obligations under the Note Agreement were released. During the three months ended September 30, 2022, the Company wrote off the remaining $1.3 million of debt issuance costs related to the 2024 Notes. In connection with entering into the Eighth Amendment, the Company issued to Special Situations Investing Group II, LLC (the “Holder”), a Purchase Warrant for Common Shares (the “Amendment Warrant”) pursuant to which the Holder may purchase shares of the Company’s common stock in an aggregate amount of up 111,680 shares. Also, the Company agreed to issue to the Holder, beginning March 31, 2022 and until the earlier of (i) date the 2024 Notes have been paid in full and (ii) October 31, 2022, additional warrants (each a “Ticking Warrant” and together with the Amendment Warrant, the “Warrants”), having the same terms as the Amendment Warrant, to purchase a number of shares of the Company's common stock equal to $47,500, to be calculated based on the volume weighted average trading price of the Company’s common stock during the five (5) trading day period immediately preceding the date such Ticking Warrant is issued, not to exceed 7% of the outstanding shares of the Company's common stock on the date of the Eighth Amendment. The Warrants were offered and sold to the Holder in a private placement exempt from registration under the Securities Act. The Warrants may be exercised by the Holder at an exercise price equal to $0.01 per share and will expire on September 24, 2026. As of September 30, 2022, Ticking Warrants issued to the Holder to purchase 118,931 shares of the Company's common stock were outstanding. The Company assessed and separated the Warrants into liability and equity components, wherein the Amendment Warrant qualified for equity classification and the Ticking Warrants qualified for liability classification. See Notes 8 and 11 for more information. Keep Well Agreement On April 15, 2022, the Company entered into the Keep Well Agreement with Acuitas pursuant to which, subject to specified conditions, the Company may borrow up to $25.0 million (the “Available Amount”) from time to time through the earlier of (a) the date on which the Company files a report with the SEC that states there is substantial doubt regarding the Company’s ability to continue as a going concern during the twelve month period following such filing and (b) September 1, 2023. In connection with each borrowing under the Keep Well Agreement, the Company is required to issue senior secured notes (each, a "Keep Well Note") to Acuitas, or an entity affiliated with it ("Purchaser"), in return for the specified face amount of such senior secured note. As a result of issuing a Keep Well Note, the Company’s obligations under the Keep Well Agreement have been unconditionally guaranteed by certain of the Company’s subsidiaries and secured by a first priority lien on substantially all of the present and future property and assets of the Company and such subsidiaries, in each case, subject to customary exceptions and exclusions. The Keep Well Notes accrue interest based on a variable rate based on the 30 day tenor Secured Overnight Financing Rate plus a corresponding applicable margin (the "adjusted term SOFR"). The Keep Well Notes are due on September 1, 2023, subject to acceleration for certain customary events of default, including for failure to make payments when due, breaches by the Company of certain covenants and representations in the Keep Well Agreement, defaults by the Company under other agreements related to indebtedness, the Company’s bankruptcy or dissolution, and a change of control of the Company. In addition to customary conditions precedent, Purchaser's obligation to purchase Keep Well Notes is subject to the condition that (x) the Company used best efforts to obtain sufficient financing from a third party for the Company to pay and discharge, when due and payable, its obligations, (y) the Company was unable despite its best efforts to obtain such financing from a third party on reasonably acceptable terms, as determined by a majority of the independent directors of the Company (such determination to be made as if the financing contemplated by the Keep Well Agreement were not available to the Company; and (z) (1) absent obtaining the funds requested by the Company, the Company will not have sufficient unrestricted cash to pay and discharge all its obligations then due or scheduled to become due within the 30 days following the date of the request, and (2) there are no conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern through August 15, 2023, after giving effect to the receipt of the funds requested and the remaining Available Amount (the "Remaining Amount"). The Keep Well Agreement contains customary covenants that must be complied with by the Company, including, among other covenants, restrictions on the Company’s ability to incur debt, grant liens, make certain investments and acquisitions, pay dividends, repurchase equity interests, repay certain debt, amend certain contracts, enter into certain asset sale transactions, and covenants that require the Company to, among other things, provide annual, quarterly and monthly financial statements, together with related compliance certificates, maintain its property in good repair, maintain insurance and comply with applicable laws. The Keep Well Agreement also includes the following financial covenants: a requirement that annualized consolidated recurring revenue for 2022, and during 2023, consolidated recurring revenue for the preceding twelve months be at least $15.0 million tested monthly; and a requirement that consolidated liquidity must be greater than $5.0 million at all times. The Company was in compliance with all of its debt covenants as of September 30, 2022. During the three months ended September 30, 2022, the Company borrowed a total of $11.0 million under the Keep Well Agreement, and applied a portion of the proceeds therefrom to pay off in full all outstanding amounts owed by the Company under the 2024 Notes, discussed above, and to fund the Company's working capital requirements. Each borrowing was completed with the issuance of a Keep Well Note, which will accrue interest based on the adjusted term SOFR for each interest period. At September 30, 2022, the effective weighted average interest rate for the Keep Well Notes was 18.25%. At September 30, 2022, the Remaining Amount under the Keep Well Agreement was approximately $10.7 million, which reflects the reduction in the Remaining Amount resulting from the $3.3 million of net proceeds the Company raised in the equity offering (discussed above in Note 7). In accordance with the terms of the Keep Well Agreement, following the approval of the Company’s stockholders at the annual stockholder meeting held on August 29, 2022, (a) on September 2, 2022, the Company issued 739,645 shares of its common stock (the “Commitment Shares”) to Acuitas and (b) as of September 30, 2022, the Company has issued to Acuitas Keep Well Warrants to purchase 1,301,775 shares of the Company’s common stock. The Commitment Shares and Keep Well Warrants, which qualified for equity classification, were accounted for as debt discount based on their respective fair values determined at each issuance dates. The Keep Well Warrants have a term of five years and an exercise price equal to $1.69, which was the closing price of the Company’s common stock as reported on Nasdaq immediately preceding the time the parties entered into the Keep Well Agreement. The Keep Well Warrants contain customary adjustment provisions in the event of stock splits, combinations, and similar transactions, and will provide specified information, registration and indemnification rights to the holder of such Keep Well Warrants. See Note 14 for information about an amendment to the Keep Well Agreement completed on November 19, 2022. If Acuitas' beneficial ownership of the Company’s capital stock equals at least a majority of the voting power of the Company’s outstanding capital stock following the issuance of any of the Commitment Shares, a Keep Well Warrant or any shares of common stock issuable upon exercise of a Keep Well Warrant, Acuitas agreed to enter into a stockholders agreement with the Company (the “Stockholders Agreement”) pursuant to which Acuitas would agree to vote the shares of the Company’s common stock it beneficially owns (a) in favor of an amendment to the certificate of incorporation or bylaws of the Company that would require the Company’s board of directors to include not fewer than three independent directors at all times, (b) in favor of the election or re-election of independent directors nominated for election by the Company’s board of directors or by the nominating committee thereof unless the failure of a nominee to be elected or re-elected to the Company’s board of directors would not result in the Company having fewer than three independent directors following such election, and (c) against any proposal or action that would result in the Company’s board of directors having fewer than three independent directors at all times. In addition, under the Stockholders Agreement, the parties will agree that the Company will not enter into any transaction between the Company or any of its affiliates, on the one hand, and Acuitas or any of its affiliates (excluding the Company and its affiliates), on the other hand, unless it is approved by a majority of the independent directors then serving on the Company’s board of directors. The net carrying amounts of the liability components consists of the following (in thousands): September 30, 2022 December 31, 2021 Principal $ 11,000 $ 39,194 Less: debt discount (1,782) (3,402) Net carrying amount $ 9,218 $ 35,792 The following table presents total interest expense recognized related to the Company's borrowings under the 2024 Notes and Keep Well Agreement (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Contractual interest expense $ 320 $ 1,821 $ 2,264 $ 5,403 Accretion of debt discount 225 224 729 635 Total interest expense $ 545 $ 2,045 $ 2,993 $ 6,038 Other In November 2021, the Company financed a portion of its insurance premiums for the new term totaling $3.1 million at an annual effective rate of 2%, payable in ten equal monthly installments beginning on December 8, 2021 and a down payment of $0.6 million at inception. In August 2022, the Company financed a portion of its insurance premiums for the new term totaling $0.4 million at an annual effective rate of 2.3%, payable in 11 equal monthly installments beginning on September 1, 2022 and a down payment of $0.03 million at inception. At September 30, 2022 and December 31, 2021, there was a total of $0.3 million and $2.3 million, respectively, relating to this financed insurance premium outstanding, which was included as part of "Other accrued liabilities" on our condensed consolidated balance sheet as of each respective period.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: Level Input Input Definition Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The following tables summarize fair value measurements by level for assets and liabilities measured at fair value on a recurring basis as of the periods presented (in thousands): Balance as of September 30, 2022 Level I Level II Level III Total Letter of credit (1) $ 204 $ — $ — $ 204 Total assets $ 204 $ — $ — $ 204 Contingent consideration (2) $ — $ — $ 64 $ 64 Warrant liabilities (3) — — 55 55 Total liabilities $ — $ — $ 119 $ 119 Balance as of December 31, 2021 Level I Level II Level III Total Letter of credit (1) $ 306 $ — $ — $ 306 Total assets $ 306 $ — $ — $ 306 Contingent consideration (2) $ — $ — $ 357 $ 357 Total liabilities $ — $ — $ 357 $ 357 ___________________ (1) Amounts relating to letter of credit were included in "Restricted cash - long term" on our condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. (2) Contingent consideration was included in "Other accrued liabilities" on our condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. (3) Relates to Ticking Warrants issued as of September 30, 2022 in connection with the Eight Amendment executed on March 8, 2022, as discussed in Notes 8 and 10 above, and included in "Other accrued liabilities" on our condensed consolidated balance sheet as of September 30, 2022. Financial instruments classified as Level III in the fair value hierarchy as of September 30, 2022 and December 31, 2021 represent liabilities measured at market value on a recurring basis and include warrant liabilities relating to Ticking Warrants issued in connection with an amendment to our debt agreement, as discussed in Note 10, and contingent consideration relating to a stock price guarantee provided in an acquisition (see further discussion below regarding this contingent consideration). In accordance with current accounting rules, the warrant liabilities and contingent consideration liability are being marked-to-market each quarter-end until they are completely settled or expire. The fair value of the warrant liabilities is valued using the Black-Scholes pricing model, using both observable and unobservable inputs and assumptions consistent with those used in the estimate of fair value of employee stock options. The fair value of the contingent consideration liability is valued using the Monte Carlo simulation model, using both observable and unobservable inputs and assumptions. The carrying value of the 2024 Notes is estimated to approximate their fair value as the variable interest rate of the Senior Secured Notes approximates the market rate for debt with similar terms and risk characteristics. The fair value measurements using significant Level III inputs, and changes therein, was as follows (in thousands): Level III Balance as of December 31, 2021 $ 357 Settlement of contingent consideration (293) Balance as of September 30, 2022 $ 64 The $0.1 million of contingent consideration, which resulted from a stock price guarantee provided as a part of our acquisition of LifeDojo, Inc. in October 2020, remaining as of September 30, 2022 relates to 7,428 shares of common stock remaining to be issued, pending response for stockholder information. Warrant Liabilities Level III Balance as of December 31, 2021 $ — Warrants issued - Ticking Warrants 176 Gain on change in fair value of warrant liabilities (121) Balance as of September 30, 2022 $ 55 The assumptions used in the Black-Scholes warrant-pricing model were determined as follows: September 30, 2022 Volatility 100.0 % Risk-free interest rate 4.25 % Weighted average expected life (in years) 4.04 Dividend yield 0 %

Variable Interest Entities

Variable Interest Entities	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Variable Interest Entities	Variable Interest Entities Generally, an entity is defined as a Variable Interest Entity (“VIE”) under current accounting rules if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business, qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly affect the economics of the VIE and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis. As discussed under the heading Management Services Agreements (“MSA”) below, the Company has an MSA with a Texas nonprofit health organization (“TIH”) and a California Professional Corporation (“CIH”). Under the MSAs, the equity owners of TIH and CIH have only a nominal equity investment at risk, and the Company absorbs or receives a majority of the entity’s expected losses or benefits. The Company participates significantly in the design of these MSAs. The Company also agrees to provide working capital loans to allow for TIH and CIH to fund their day to day obligations. Substantially all of the activities of TIH and CIH, including its decision making and approvals are conducted for its benefit, as evidenced by the fact that (i) the operations of TIH and CIH are conducted primarily using the Company's licensed network of providers and (ii) under the MSA, the Company agrees to provide and perform all non-medical management and administrative services for the entities. Payment of the Company's management fee by TIH and CIH is subordinate to payments of the other obligations of TIH and CIH, and repayment of the working capital loans is not guaranteed by the equity owner of the affiliated medical group or other third party. Creditors of TIH and CIH do not have recourse to the Company's general credit. Based on the design of the entity and the lack of sufficient equity to finance its activities without additional working capital loans, the Company has determined that TIH and CIH are VIEs. The Company, as the primary beneficiary, is required to consolidate the VIE entities as it has power and potentially significant interests in the entities. Accordingly, the Company is required to consolidate the assets, liabilities, revenues and expenses of the managed treatment centers. Management Services Agreements In April 2018, the Company executed an MSA with TIH and in July 2018, the Company executed an MSA with CIH. Under the MSAs, the Company licenses to TIH and CIH the right to use its proprietary treatment programs and related trademarks, and provides all required day-to-day business management services, including, but not limited to: • general administrative support services; • information systems; • recordkeeping; • billing and collection; and • obtaining and maintaining all federal, state and local licenses, certifications and regulatory permits. All clinical matters relating to the operation of TIH and CIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH and CIH Board free of any control or direction from the Company. TIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the medical group, provided that any capitalized costs will be amortized over a five-year period), (b) 10%-15% of the foregoing costs, and (c) any performance bonus amount, as determined by TIH at its sole discretion. CIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the entity, provided that any capitalized costs will be amortized over a five-year period), and (b) any performance bonus amount, as determined by CIH at its sole discretion. The Company's condensed consolidated balance sheets include the following assets and liabilities from its TIH and CIH VIEs (in thousands): September 30, December 31, Cash and cash equivalents $ 887 $ 1,356 Unbilled receivables 59 80 Prepaid and other current assets — 48 Total assets $ 946 $ 1,484 Accounts payable $ 5 $ 10 Accrued liabilities 60 11 Deferred revenue 39 40 Payables to Ontrak 1,726 1,841 Total liabilities $ 1,830 $ 1,902

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies From time to time, we are subject to various legal proceedings that arise in the normal course of our business activities. As of the date of this Quarterly Report on Form 10-Q, we were not party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our results of operations or financial position except for the following: Loss Contingencies On March 3, 2021, a purported securities class action was filed in the United States District Court for the Central District of California, entitled Farhar v. Ontrak, Inc ., Case No. 2:21-cv-01987. On March 19, 2021, another similar lawsuit was filed in the same court, entitled Yildrim v. Ontrak, Inc ., Case No. 2:21-cv-02460. On July 14, 2021, the Court consolidated the two actions under the Farhar case (“Consolidated Class Action”), appointed Ibinabo Dick as lead plaintiff, and the Rosen Law Firm as lead counsel. On August 13, 2021, lead plaintiff filed a consolidated amended complaint. In the Consolidated Amended Complaint, lead plaintiff, purportedly on behalf of a putative class of purchasers of Ontrak securities from August 5, 2020 through February 26, 2021, alleges that the Company and Terren S. Peizer, Brandon H. LaVerne and Curtis Medeiros, violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b), 78t(a), and Rule 10b-5, 17 C.F.R. § 240.10b-5, promulgated thereunder, by intentionally or recklessly making false and misleading statements and omissions in various press releases, SEC filings and conference calls with investors on August 5, 2020 and November 5, 2020. Specifically, the Consolidated Amended Complaint alleges that the Company was inappropriately billing its largest customer, Aetna, causing Aetna to, in May 2020, shut off its data feed to Ontrak, and, in July 2020, require Ontrak to complete a Corrective Action Plan (“CAP”). Lead plaintiff alleges that defendants: (1) misrepresented to investors that the data feed was shut off in July 2020, and that it was part of Aetna’s standard compliance review of all of its vendors; (2) failed to disclose to investors that Aetna had issued the CAP; and (3) failed to disclose to investors that Ontrak was engaging in inappropriate billing practices. Lead plaintiff seeks certification of a class and monetary damages in an indeterminate amount. On September 13, 2021, defendants filed a motion to dismiss the Consolidated Amended Complaint for failure to state a claim under Federal Rules of Civil Procedure 12(b)(6) and 9(b) and the Private Securities Litigation Reform Act of 1995, 15 U.S.C. §§ 78u-4, et seq. The motion is fully briefed and has been taken under submission, with no oral argument. The Company believes that the allegations lack merit and intends to defend against the action vigorously. On August 6, 2021, a purported stockholder derivative complaint was filed in the United States District Court for the Central District of California, entitled Aptor v. Peizer , Case No. 2:21-cv-06371, alleging breach of fiduciary duty on behalf of the Company against Terren S. Peizer, Brandon H. LaVerne, Richard A. Berman, Michael Sherman, Diane Seloff, Robert Rebak, Gustavo Giraldo and Katherine Quinn, and contribution against Terren S. Peizer and Brandon H. LaVerne. On October 6, 2021, a similar shareholder derivative action was filed in the same Court, entitled Anderson v. Peizer , Case No. 2:21-cv-07998, for breach of fiduciary duty, abuse of control, unjust enrichment, gross mismanagement and waste of corporate assets against Terren S. Peizer, Brandon H. LaVerne, Curtis Medeiros, Richard A. Berman, Michael Sherman, Edward Zecchini, Diane Seloff, Robert Rebak, Gustavo Giraldo, and Katherine Quinn, and contribution against Terren S. Peizer, Brandon H. LaVerne and Curtis Medeiros. On December 1, 2021, a similar shareholder derivative action was filed in the United States District Court for the District of Delaware, entitled Vega v. Peizer , Case No. 1:21-cv-01701, for violation of Section 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment and waste of corporate assets against Terren S. Peizer, Brandon H. LaVerne, Curtis Medeiros, Richard A. Berman, Michael Sherman, Edward Zecchini, Diane Seloff, Robert Rebak, Gustavo Giraldo, and Katherine Quinn. In these actions, plaintiffs allege that the defendants breached their fiduciary duties by allowing or causing the Company to violate the federal securities laws as alleged in the Consolidated Class Action discussed above. The plaintiffs seek damages (and contribution from the officers) in an indeterminate amount. On December 7, 2021, the Court in the Central District of California consolidated the two Central District of California actions under the Aptor case caption and number (the "Consolidated Derivative Action"), stayed the action pending a ruling on the Motion to Dismiss in the Consolidated Class Action and ordered plaintiffs to file a consolidated amended complaint within fourteen (14) days of a ruling on the Motion to Dismiss in the Consolidated Class Action. On February 7, 2022, the Court in the District of Delaware extended the deadline for defendants to respond to the complaint in the Vega action to April 8, 2022. On March 21, 2022 the Court in the District of Delaware granted plaintiff’s unopposed motion to transfer the case to the United States District Court for Central District of California in the interest of judicial efficiency due to the Consolidated Class Action and Consolidated Derivative Action already pending in that district, and that same day the case was transferred into the United States District Court for Central District of California and given the new Case No. 2:22-cv-01873-CAS-AS. On April 11, 2022, the Court stayed the action pending a ruling on the Motion to Dismiss in the Consolidated Class Action and ordered plaintiffs to inform defendants regarding their intention to amend their initial complaint within thirty (30) days of said ruling. Although all of the claims asserted in these actions purport to seek recovery on behalf of the Company, the Company will incur certain expenses due to indemnification and advancement obligations with respect to the defendants. The Company understands that defendants believe these actions are without merit and intend to defend themselves vigorously. On February 28, 2022, a purported securities class action was filed in the Superior Court of California for Los Angeles County, entitled Braun v. Ontrak, Inc., et al ., Case No. 22STCV07174. The plaintiff filed this action purportedly on behalf of a putative class of all purchasers of the 9.50% Series A Cumulative Perpetual Preferred Stock (the “Preferred stock”) of Ontrak pursuant to Registration Statements and Prospectuses issued in connection with Ontrak’s August 21, 2020 initial public stock offering, its September 2020 through December 2020 “at market” offering, and its December 16, 2020 follow-on stock offering (collectively, the “Offerings”). The plaintiff brings this action against the Company; its officers: Terren S. Peizer, Brandon H. LaVerne, and Christopher Shirley; its board members: Richard A. Berman, Sharon Gabrielson, Gustavo Giraldo, Katherine B. Quinn, Robert Rebak, Diane Seloff, Michael Sherman, and Edward Zecchini; and the investment banking firms that acted as underwriters for the Offerings: B. Riley Securities, Inc., Ladenburg Thalmann & Co., Inc., William Blair & Company, LLC, Aegis Capital Corp., Insperex LLC (f/k/a Incapital LLC), The Benchmark Company, LLC, Boenning & Scatteredgood, Inc., Colliers Securities, LLC, Kingswood Capital Markets, and ThinkEquity. The plaintiff asserts three causes of action alleging that Ontrak violated § 11, §

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent Event On November 19, 2022, the Company and Acuitas entered into an amendment to the Keep Well Agreement (the "Second Amendment"), pursuant to which, among other things: • the maturity date of the Keep Well Notes was extended from September 1, 2023 to June 30, 2024; • the remaining amount available to be borrowed under the Keep Well Agreement was increased from $10.7 million to $14.0 million and the provision in the Keep Well Agreement that previously reduced the amount available to be borrowed by the net proceeds the Company received from equity financings was eliminated; • the funding structure was changed from borrowings as needed from time to time at the election of the Company, to the Company agreeing to borrow, and Acuitas agreeing to lend, subject to the conditions in the Keep Well Agreement (which conditions were also amended as described below), the entire remaining amount of $14.0 million, to be funded as follows: $4.0 million in each of January, March and June 2023 and $2.0 million in September 2023; • many of the conditions precedent to the Company’s ability to borrow, and Acuitas’ obligation to lend, were eliminated, including the conditions that (x) the Company have used best efforts to obtain sufficient financing from a third party for the Company to pay and discharge, when due and payable, its obligations, (y) the Company being unable despite its best efforts to obtain such financing from a third party on reasonably acceptable terms, and (z) (1) absent obtaining the funds requested by the Company, the Company will not have sufficient unrestricted cash to pay and discharge all of its obligations then due or scheduled to become due within the 30 days following the date of the request, and (2) there are no conditions or events that, when considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern through August 15, 2023; • the Company’s obligation to pay accrued interest on a monthly basis was eliminated, and instead accrued interest will be added to the principal amount of the applicable Keep Well Note; • the financial covenant that the Company’s consolidated recurring revenue be at least $15.0 million was reduced to $11.0 million, however, the satisfaction of such covenant as a condition to funding was eliminated, and certain other affirmative and negative covenants of the Company, the satisfaction of which were conditions to funding, were also eliminated as conditions to funding; • subject to stockholder approval, the exercise price of the currently outstanding Keep Well Warrants will be reduced to $0.45, which was the consolidated closing bid price of the Company’s common stock as reported on Nasdaq immediately preceding the time the parties entered into the Second Amendment and which will be subject to future adjustment as described below; • subject to stockholder approval, the number of shares of the Company’s common stock subject to the currently outstanding Keep Well Warrants will be increased to the number of shares that would have been subject to such Keep Well Warrants if the warrant coverage was equal to 100% of the amount borrowed under the Keep Well Agreement in respect of which the applicable Keep Well Warrant was issued (instead of 20%) divided by $0.45; • subject to stockholder approval, the warrant coverage on future borrowings under the Keep Well Agreement will be increased to a number of shares of the Company's common stock equal to (x) 100% of the amount borrowed under the Keep Well Agreement (instead of 20% of such amount) divided by (y) $0.45 (the "Warrant Coverage Denominator"), subject to future adjustment as described below, and each Keep Well Warrant issued going forward will have an exercise price equal to $0.45 per share, subject to future adjustment as described below; • the Company agreed to solicit stockholder approval of a 1:5 reverse stock split of the Company’s outstanding common stock, and, if obtained, to effect such reverse stock split as soon as practicable thereafter; • subject to stockholder approval, if the reverse stock split is effected, the Warrant Coverage Denominator and the exercise price of each warrant issued pursuant to the Keep Well Agreement that is then outstanding will be reduced to the lesser of (i) the volume-weighted average price of the Company’s common stock over the five • subject to stockholder approval, the Warrant Coverage Denominator and the exercise price of each warrant issued pursuant to the Keep Well Agreement that is outstanding as of the final funding date under the Keep Well Agreement will be reduced to (i) if the final funding date occurs at any time prior to the time the Reverse Stock Split Price is determined, the closing price of the Company’s common stock on the trading day immediately preceding the final funding date (the “Final Funding Date Price”), or (ii) if the final funding date occurs at any time from and after the time the Reverse Stock Split Price is determined, the lesser of (x) the Post-Stock Split Price and (y) the Final Funding Date Price; • subject to stockholder approval, Acuitas, at its option, will have the right to convert the entire principal amount of the Keep Well Notes outstanding, plus all accrued and unpaid interest thereon, in whole or in part, into shares of the Company’s common stock at a conversion price equal to the lesser of $0.40 per share and the closing price of the Company’s common stock on the trading day immediately prior to the applicable conversion date; • subject to stockholder approval, in connection with the conversion of the principal amount of any Keep Well Note and/or accrued interest thereon into shares of the Company’s common stock (as described above), the Company will issue to Acuitas a five-year warrant to purchase shares of the Company’s common stock; the number of shares of the Company’s common stock subject to each such warrant will be equal to (x) 100% of the amount converted divided by (y) the conversion price of the Keep Well Note then in effect, and the exercise price of each such warrant will be equal to the conversion price of the Keep Well Note then in effect, subject to adjustment as described above; • subject to stockholder approval, the Company will issue to Acuitas 2,038,133 additional Commitment Shares; • the parties agreed that under no circumstances will the Company issue any shares upon exercise of any warrant issued under the Keep Well Agreement or upon conversion of any Keep Well Note to the extent that, after giving effect to the issuance of any such shares, Acuitas (together with its affiliates) would beneficially own shares of the Company's common stock representing more than 90% of the total number of shares of the Company's common stock outstanding as of the time of such issuance (the “Issuance Cap”); and that in the event of a Fundamental Transaction (as defined in the Second Amendment), regardless of the actual number of securities of the Company beneficially owned by Acuitas and its affiliates at the effective time thereof, Acuitas shall not be entitled to receive any consideration pursuant to such Fundamental Transaction in respect of any shares underlying any of the warrants issued under the Keep Well Agreement or any shares issuable upon conversion of any Keep Well Note that would represent shares in excess of the Issuance Cap if beneficially owned by Acuitas and/or its affiliates immediately prior to such effective time, and all warrants and Keep Well Notes owned or beneficially owned by Acuitas and/or its affiliates at the effective time of such Fundamental Transaction, solely to the extent that, if exercised or converted, such warrants and Keep Well Notes would result in the issuance of such excess shares, will be cancelled and forfeited without consideration therefor, effective as of such effective time; provided, however, that the foregoing shall not affect the Company’s obligation to pay all amounts owed under such Keep Well Notes in connection with such Fundamental Transaction; and • the Company agreed, subject to certain customary exceptions, not to incur any indebtedness or issue any shares of its capital stock or capital stock equivalents without Acuitas’ consent until 180 days following the final funding date under the Keep Well Agreement. The Company agreed to seek stockholder approval for the amendments to the Keep Well Agreement described above that are subject to stockholder approval at a special stockholders' meeting to be held on or before February 20, 2023.

Organization (Policies)

Organization (Policies)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of PresentationThe accompanying condensed consolidated financial statements include Ontrak, Inc. and its wholly-owned subsidiaries and variable interest entities (VIEs). The accompanying condensed consolidated financial statements for Ontrak, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and instructions to Form 10-Q and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. Certain information and note disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the condensed financial statements included all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the entire fiscal year. The accompanying unaudited financial information should be read in conjunction with the audited financial statements and the notes thereto included in the most recent Annual Report on Form 10-K for the year-ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC"), from which the consolidated balance sheet as of December 31, 2021 has been derived. The Company operates as one segment.
Recently Adopted/Issued Accounting Standards and Pronouncements	Recently Adopted Accounting Standards In May 2021, the FASB issued ASU No. 2021-04, "Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU 2021-04"), to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in ASU 2021-04 are effective for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. The adoption of ASU 2021-04 on January 1, 2022 did not have a material effect on our condensed consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) ("ASU 2020-06").” ASU 2020-06 modifies and simplifies accounting for convertible instruments, and eliminates certain separation models that require separating embedded conversion features from convertible instruments. ASU 2020-06 also addresses how convertible instruments are accounted for in the diluted earnings per share calculation. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The adoption of ASU 2020-06 on January 1, 2022 did not have a material effect on our condensed consolidated financial statements. Recently Issued Accounting Pronouncements In the time since the Company filed its most recent Annual Report on Form 10-K for the year ended December 31, 2021, there were no new accounting standards issued, but not yet adopted by the Company, which are expected to materially affect the Company's condensed consolidated financial statements.
Fair Value Measurements	Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: Level Input Input Definition Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Financial instruments classified as Level III in the fair value hierarchy as of September 30, 2022 and December 31, 2021 represent liabilities measured at market value on a recurring basis and include warrant liabilities relating to Ticking Warrants issued in connection with an amendment to our debt agreement, as discussed in Note 10, and contingent consideration relating to a stock price guarantee provided in an acquisition (see further discussion below regarding this contingent consideration). In accordance with current accounting rules, the warrant liabilities and contingent consideration liability are being marked-to-market each quarter-end until they are completely settled or expire. The fair value of the warrant liabilities is valued using the Black-Scholes pricing model, using both observable and unobservable inputs and assumptions consistent with those used in the estimate of fair value of employee stock options. The fair value of the contingent consideration liability is valued using the Monte Carlo simulation model, using both observable and unobservable inputs and assumptions. The carrying value of the 2024 Notes is estimated to approximate their fair value as the variable interest rate of the Senior Secured Notes approximates the market rate for debt with similar terms and risk characteristics.
Variable Interest Entities	Generally, an entity is defined as a Variable Interest Entity (“VIE”) under current accounting rules if it either lacks sufficient equity to finance its activities without additional subordinated financial support, or it is structured such that the holders of the voting rights do not substantively participate in the gains and losses of the entity. When determining whether an entity that meets the definition of a business, qualifies for a scope exception from applying VIE guidance, the Company considers whether: (i) it has participated significantly in the design of the entity, (ii) it has provided more than half of the total financial support to the entity, and (iii) substantially all of the activities of the VIE are conducted on its behalf. A VIE is consolidated by its primary beneficiary, the party that has the power to direct the activities that most significantly affect the economics of the VIE and has the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. The primary beneficiary assessment must be re-evaluated on an ongoing basis. As discussed under the heading Management Services Agreements (“MSA”) below, the Company has an MSA with a Texas nonprofit health organization (“TIH”) and a California Professional Corporation (“CIH”). Under the MSAs, the equity owners of TIH and CIH have only a nominal equity investment at risk, and the Company absorbs or receives a majority of the entity’s expected losses or benefits. The Company participates significantly in the design of these MSAs. The Company also agrees to provide working capital loans to allow for TIH and CIH to fund their day to day obligations. Substantially all of the activities of TIH and CIH, including its decision making and approvals are conducted for its benefit, as evidenced by the fact that (i) the operations of TIH and CIH are conducted primarily using the Company's licensed network of providers and (ii) under the MSA, the Company agrees to provide and perform all non-medical management and administrative services for the entities. Payment of the Company's management fee by TIH and CIH is subordinate to payments of the other obligations of TIH and CIH, and repayment of the working capital loans is not guaranteed by the equity owner of the affiliated medical group or other third party. Creditors of TIH and CIH do not have recourse to the Company's general credit. Based on the design of the entity and the lack of sufficient equity to finance its activities without additional working capital loans, the Company has determined that TIH and CIH are VIEs. The Company, as the primary beneficiary, is required to consolidate the VIE entities as it has power and potentially significant interests in the entities. Accordingly, the Company is required to consolidate the assets, liabilities, revenues and expenses of the managed treatment centers. Management Services Agreements In April 2018, the Company executed an MSA with TIH and in July 2018, the Company executed an MSA with CIH. Under the MSAs, the Company licenses to TIH and CIH the right to use its proprietary treatment programs and related trademarks, and provides all required day-to-day business management services, including, but not limited to: • general administrative support services; • information systems; • recordkeeping; • billing and collection; and • obtaining and maintaining all federal, state and local licenses, certifications and regulatory permits. All clinical matters relating to the operation of TIH and CIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH and CIH Board free of any control or direction from the Company. TIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the medical group, provided that any capitalized costs will be amortized over a five-year period), (b) 10%-15% of the foregoing costs, and (c) any performance bonus amount, as determined by TIH at its sole discretion. CIH pays the Company a monthly fee equal to the aggregate amount of (a) its costs of providing management services (including reasonable overhead allocated to the delivery of its services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the entity, provided that any capitalized costs will be amortized over a five-year period), and (b) any performance bonus amount, as determined by CIH at its sole discretion.

Restricted Cash (Tables)

Restricted Cash (Tables)	9 Months Ended
	Sep. 30, 2022
Cash and Cash Equivalents [Abstract]
Summary of restricted cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash total as presented in the condensed consolidated statement of cash flows for the periods presented (in thousands): September 30, 2022 December 31, 2021 Cash and cash equivalents $ 7,253 $ 58,824 Restricted cash - current: Dividend payments on preferred stock 4,477 6,716 Subtotal - Restricted cash - current 4,477 6,716 Restricted cash - long term: Letter of credit (1) 204 306 Cash required per note agreement (2) — 100 Subtotal - Restricted cash - long term 204 406 Cash, cash equivalents and restricted cash $ 11,934 $ 65,946 ____________ (1) LOC required as part of our Santa Monica, CA office lease. (2) Cash required to be maintained in our accounts per the 2024 Note agreement, which loan balance was fully repaid in July 2022.

Accounts Receivable and Reven_2

Accounts Receivable and Revenue Concentration (Tables)	9 Months Ended
	Sep. 30, 2022
Receivables [Abstract]
Schedule of concentration of risk	The following table is a summary of concentration of credit risk by customer revenues as a percentage of our total revenue: Three Months Ended Nine Months Ended Percentage of Revenue 2022 2021 2022 2021 Customer A 48.1 % 12.3 % 47.8 % 10.3 % Customer B 35.7 6.2 28.8 4.3 Customer C 11.6 7.4 16.2 4.0 Customer D — 50.8 — 46.5 Customer E — 17.7 1.6 31.3 Remaining customers 4.6 5.6 5.6 3.6 100.0 % 100.0 % 100.0 % 100.0 % The following table is a summary of concentration of credit risk by customer accounts receivables as a percentage of our total accounts receivable: Percentage of Accounts Receivable September 30, 2022 December 31, 2021 Customer C (1) 82.9 % — % Customer A 10.0 — Customer E 4.3 94.0 Remaining customers 2.8 6.0 100.0 % 100.0 % ___________

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consisted of the following (in thousands): September 30, December 31, 2022 2021 Software $ 6,536 $ 4,051 Computers and equipment 464 456 ROU assets - finance lease 375 375 Leasehold improvements 17 17 Software development in progress 56 1,514 Subtotal 7,448 6,413 Less: Accumulated depreciation and amortization (4,943) (2,628) Property and equipment, net $ 2,505 $ 3,785

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of the useful life of internal use software	The following table sets forth amounts recorded for intangible assets subject to amortization (in thousands): At September 30, 2022 At December 31, 2021 Weighted Average Estimated Useful Life (years) Gross Value Accumulated Amortization Net Carrying Value Gross Value Accumulated Amortization Net Carrying Value Acquired software technology 3 $ 3,500 $ (2,236) $ 1,264 $ 3,500 $ (1,361) $ 2,139 Customer relationships 5 270 (104) 166 270 (63) 207 Total $ 3,770 $ (2,340) $ 1,430 $ 3,770 $ (1,424) $ 2,346
Schedule of intangible assets' estimated future amortization expense	At September 30, 2022, estimated amortization expense for intangible assets for each of the five years thereafter was as follows (in thousands): Remainder of 2022 $ 305 2023 1,026 2024 54 2025 45 Total $ 1,430

Common Stock and Preferred St_2

Common Stock and Preferred Stock (Tables)	9 Months Ended
	Sep. 30, 2022
Earnings Per Share [Abstract]
Schedule of basic and diluted net loss per share	Basic and diluted net loss per common share (in thousands, except per share amounts) was as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Net loss $ (12,764) $ (7,883) $ (42,467) $ (17,093) Dividends on preferred stock - declared and undeclared (2,239) (2,239) (6,716) (6,716) Net loss attributable to common stockholders $ (15,003) $ (10,122) $ (49,183) $ (23,809) Weighted-average shares of common stock outstanding 24,339 18,915 21,995 18,236 Net loss per common share - basic and diluted $ (0.62) $ (0.54) $ (2.24) $ (1.31)
Schedule of shares excluded from net loss per share	The following common equivalent shares as of September 30, 2022 and 2021, issuable upon exercise of stock options and warrants, have been excluded from the diluted earnings per share calculation as their effect was anti-dilutive: September 30, 2022 2021 Warrants to purchase common stock 1,576,256 626,321 Options to purchase common stock 3,378,626 3,258,353 Total 4,954,882 3,884,674

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Schedule of assumptions used in the Black-Scholes option-pricing model	The assumptions used in the Black-Scholes option-pricing model were as follows: Nine Months Ended Volatility 88.00% - 100.0% Risk-free interest rate 1.04% - 3.45% Expected life (in years) 2.67 - 4.61 Dividend yield 0 %
Summary of stock option activity for employees and directors	A summary of stock option activity for employees, directors and consultants is as follows: Number of Shares Weighted Average Exercise Price Outstanding as of December 31, 2021 3,618,145 $ 7.51 Granted 919,946 3.14 Forfeited (1,159,465) 10.48 Outstanding as of September 30, 2022 3,378,626 5.03 Options vested and exercisable as of September 30, 2022 1,001,513 $ 6.48
Schedule of restricted stock units activity	The following table summarizes our RSU award activity issued under the 2017 Plan: Restricted Stock Units Weighted- Non-vested at December 31, 2021 111,874 $ 33.27 Granted 1,405,277 0.66 Forfeited (28,875) 28.31 Vested and distributed (36,250) 16.79 Non-vested at September 30, 2022 1,452,026 32.18
Summary of warrants activity for non-employees	A summary of warrants activity was as follows: Number of Warrants Weighted Average Outstanding as of December 31, 2021 35,832 $ 16.75 Granted 1,540,424 1.43 Outstanding as of September 30, 2022 1,576,256 1.78 Warrants exercisable as of September 30, 2022 1,576,256 1.78
Schedule of performance based and market based issuances	The following table summarizes the Company’s outstanding awards under this structure: Grant Date Performance Measures Vesting Term Performance Period # of Shares Exercise Price December 2017 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 642,307 $ 7.50 August 2018 Weighted Average Price of our common stock is $15.00 for at least twenty trading days within a period of thirty consecutive trading days ending on the trading day prior to January 1, 2023. Fully vest on January 1, 2023 January 1, 2023 397,693 $ 7.50

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2022
Leases [Abstract]
Schedule of quantitative information for leases - Balance Sheet	Quantitative information for our leases is as follows (in thousands): Condensed Consolidated Balance Sheets Balance Sheet Classification September 30, 2022 December 31, 2021 Assets Operating lease assets "Operating lease right-of-use-assets" $ 712 $ 656 Finance lease assets "Property and equipment, net" 94 186 Total lease assets $ 806 $ 842 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 655 $ 595 Finance lease liabilities "Other accrued liabilities" 184 282 Non-current Operating lease liabilities "Long-term operating lease liabilities" 711 932 Finance lease liabilities "Long-term finance lease liabilities" 8 136 Total lease liabilities $ 1,558 $ 1,945
Schedule of quantitative information for leases - Statements of Operations, Statements of Cash Flows, and Other Information	Three Months Ended Nine Months Ended Condensed Consolidated Statements of Operations 2022 2021 2022 2021 Operating lease expense $ 114 $ 183 $ 330 $ 537 Short-term lease rent expense 1 10 6 57 Variable lease expense 16 13 13 31 Operating sublease income (97) — (128) — Total rent expense, net $ 34 $ 206 $ 221 $ 625 Finance lease expense Amortization of leased assets $ 30 $ 79 $ 93 $ 240 Interest on lease liabilities 4 12 16 34 Total $ 34 $ 91 $ 109 $ 274 Nine Months Ended Condensed Consolidated Statements of Cash Flows 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 552 $ 478 Financing cash flows from finance leases 226 243 Cash received for operating sublease 99 — Other Information September 30, 2022 December 31, 2021 Weighted-average remaining lease term (years) Operating leases 2.6 2.3 Financing leases 0.9 1.5 Weighted-average discount rate Operating leases 12.56 % 10.73 % Finance leases 12.59 % 11.46 %
Schedule of maturities of lease liabilities	The following table sets forth maturities of our lease liabilities (in thousands): September 30, 2022 Operating Leases Financing Leases Total Remainder of 2022 $ 205 $ 59 $ 264 2023 760 139 899 2024 420 — 420 2025 90 — 90 2026 and thereafter 109 — 109 Total lease payments 1,584 198 1,782 Less: imputed interest (218) (6) (224) Present value of lease liabilities 1,366 192 1,558 Less: current portion (655) (184) (839) Lease liabilities, non-current $ 711 $ 8 $ 719
Schedule of maturities of lease liabilities	The following table sets forth maturities of our lease liabilities (in thousands): September 30, 2022 Operating Leases Financing Leases Total Remainder of 2022 $ 205 $ 59 $ 264 2023 760 139 899 2024 420 — 420 2025 90 — 90 2026 and thereafter 109 — 109 Total lease payments 1,584 198 1,782 Less: imputed interest (218) (6) (224) Present value of lease liabilities 1,366 192 1,558 Less: current portion (655) (184) (839) Lease liabilities, non-current $ 711 $ 8 $ 719

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2022
Debt Disclosure [Abstract]
Schedule of carrying amounts of debt	The net carrying amounts of the liability components consists of the following (in thousands): September 30, 2022 December 31, 2021 Principal $ 11,000 $ 39,194 Less: debt discount (1,782) (3,402) Net carrying amount $ 9,218 $ 35,792
Schedule of interest expense recognized	The following table presents total interest expense recognized related to the Company's borrowings under the 2024 Notes and Keep Well Agreement (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Contractual interest expense $ 320 $ 1,821 $ 2,264 $ 5,403 Accretion of debt discount 225 224 729 635 Total interest expense $ 545 $ 2,045 $ 2,993 $ 6,038

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2022
Fair Value Disclosures [Abstract]
Schedule of fair value measurements by level	The following tables summarize fair value measurements by level for assets and liabilities measured at fair value on a recurring basis as of the periods presented (in thousands): Balance as of September 30, 2022 Level I Level II Level III Total Letter of credit (1) $ 204 $ — $ — $ 204 Total assets $ 204 $ — $ — $ 204 Contingent consideration (2) $ — $ — $ 64 $ 64 Warrant liabilities (3) — — 55 55 Total liabilities $ — $ — $ 119 $ 119 Balance as of December 31, 2021 Level I Level II Level III Total Letter of credit (1) $ 306 $ — $ — $ 306 Total assets $ 306 $ — $ — $ 306 Contingent consideration (2) $ — $ — $ 357 $ 357 Total liabilities $ — $ — $ 357 $ 357 ___________________ (1) Amounts relating to letter of credit were included in "Restricted cash - long term" on our condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. (2) Contingent consideration was included in "Other accrued liabilities" on our condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. (3) Relates to Ticking Warrants issued as of September 30, 2022 in connection with the Eight Amendment executed on March 8, 2022, as discussed in Notes 8 and 10 above, and included in "Other accrued liabilities" on our condensed consolidated balance sheet as of September 30, 2022.
Schedule of fair value measurements using significant Level III inputs	The fair value measurements using significant Level III inputs, and changes therein, was as follows (in thousands): Level III Balance as of December 31, 2021 $ 357 Settlement of contingent consideration (293) Balance as of September 30, 2022 $ 64 Level III Balance as of December 31, 2021 $ — Warrants issued - Ticking Warrants 176 Gain on change in fair value of warrant liabilities (121) Balance as of September 30, 2022 $ 55
Schedule of debt valuation assumptions	The assumptions used in the Black-Scholes warrant-pricing model were determined as follows: September 30, 2022 Volatility 100.0 % Risk-free interest rate 4.25 % Weighted average expected life (in years) 4.04 Dividend yield 0 %

Variable Interest Entities (Tab

Variable Interest Entities (Tables)	9 Months Ended
	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Variable Interest Entities	The Company's condensed consolidated balance sheets include the following assets and liabilities from its TIH and CIH VIEs (in thousands): September 30, December 31, Cash and cash equivalents $ 887 $ 1,356 Unbilled receivables 59 80 Prepaid and other current assets — 48 Total assets $ 946 $ 1,484 Accounts payable $ 5 $ 10 Accrued liabilities 60 11 Deferred revenue 39 40 Payables to Ontrak 1,726 1,841 Total liabilities $ 1,830 $ 1,902

Organization (Details)

Organization (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($) segment	Nov. 19, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2020 USD ($)
Related Party Transaction [Line Items]
Number of segments | segment	1
Cash and restricted cash	$ 11,934		$ 65,946	$ 84,767	$ 103,210
Working capital	11,500
Average monthly cash burn rate	2,500
Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity
Related Party Transaction [Line Items]
Related party debt, remaining available amount	$ 10,700
Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity | Subsequent event
Related Party Transaction [Line Items]
Related party debt, remaining available amount		$ 14,000

Restricted Cash (Details)

Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 7,253	$ 58,824
Restricted cash - current	4,477	6,716
Restricted cash - long-term	204	406
Cash, cash equivalents and restricted cash	11,934	65,946	$ 84,767	$ 103,210
Dividend payments on preferred stock
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash - current	4,477	6,716
Letter of credit
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash - long-term	204	306
Cash required per note agreement
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash - long-term	$ 0	$ 100

Accounts Receivable and Reven_3

Accounts Receivable and Revenue Concentration - Concentration of Credit Risk (Details) - Customer concentration risk	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Nov. 21, 2022
Revenue
Concentration Risk [Line Items]
Concentration risk	100%		100%	100%	100%
Revenue | Customer A
Concentration Risk [Line Items]
Concentration risk	48.10%		12.30%	47.80%	10.30%
Revenue | Customer B
Concentration Risk [Line Items]
Concentration risk	35.70%		6.20%	28.80%	4.30%
Revenue | Customer C
Concentration Risk [Line Items]
Concentration risk	11.60%		7.40%	16.20%	4%
Revenue | Customer D
Concentration Risk [Line Items]
Concentration risk	0%		50.80%	0%	46.50%
Revenue | Customer E
Concentration Risk [Line Items]
Concentration risk	0%		17.70%	1.60%	31.30%
Revenue | Remaining customers
Concentration Risk [Line Items]
Concentration risk	4.60%		5.60%	5.60%	3.60%
Accounts receivable
Concentration Risk [Line Items]
Concentration risk		100%		100%
Accounts receivable | Customer A
Concentration Risk [Line Items]
Concentration risk		0%		10%
Accounts receivable | Customer C
Concentration Risk [Line Items]
Concentration risk		0%		82.90%
Accounts receivable | Customer C | Subsequent event
Concentration Risk [Line Items]
Percent of accounts receivable received						100%
Accounts receivable | Customer E
Concentration Risk [Line Items]
Concentration risk		94%		4.30%
Accounts receivable | Remaining customers
Concentration Risk [Line Items]
Concentration risk		6%		2.80%

Accounts Receivable and Reven_4

Accounts Receivable and Revenue Concentration - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Bad debt expense	$ 0	$ 0	$ 0	$ 0
One-time termination benefits | Workforce reduction plan 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs accrued	$ 0		$ 0		$ 400,000

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,448	$ 6,413
Less: Accumulated depreciation and amortization	(4,943)	(2,628)
Property and equipment, net	2,505	3,785
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,536	4,051
Computers and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	464	456
ROU assets - finance lease
Property, Plant and Equipment [Line Items]
Property and equipment, gross	375	375
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	17	17
Software development in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 56	$ 1,514

Property and Equipment - Narrat

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 0.8	$ 0.4	$ 2.3	$ 0.9
Capitalized internal use software costs, additions	0.2	1.4	1	4
Capitalized internal use software costs, amortization	$ 0.8	$ 0.2	$ 2.1	$ 0.5

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 5,713		$ 5,713		$ 5,713
Amortization of intangible assets	$ 300	$ 300	$ 900	$ 900

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 3,770	$ 3,770
Accumulated Amortization	(2,340)	(1,424)
Net Carrying Value	$ 1,430	2,346
Acquired software technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Estimated Useful Life (years)	3 years
Gross Value	$ 3,500	3,500
Accumulated Amortization	(2,236)	(1,361)
Net Carrying Value	$ 1,264	2,139
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Estimated Useful Life (years)	5 years
Gross Value	$ 270	270
Accumulated Amortization	(104)	(63)
Net Carrying Value	$ 166	$ 207

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Intangible Assets' Estimated Future Amortization (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2022	$ 305
2023	1,026
2024	54
2025	45
Net Carrying Value	$ 1,430	$ 2,346

Restructuring, Severance and _2

Restructuring, Severance and Related Costs (Details) - One-time termination benefits - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Aug. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Workforce reduction plan 2022
Restructuring Cost and Reserve [Line Items]
Positions eliminated	34%
Restructuring costs		$ 900,000		$ 900,000
Restructuring costs paid				800,000
Restructuring costs incurred to date		900,000		900,000
Restructuring costs accrued		100,000		100,000
Workforce reduction plan 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs			$ 50,000		$ 1,300,000
Restructuring costs accrued		$ 0		$ 0		$ 400,000

Common Stock and Preferred St_3

Common Stock and Preferred Stock - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss	$ (12,764)	$ (7,883)	$ (42,467)	$ (17,093)
Dividends on preferred stock - declared and undeclared	(2,239)	(2,239)	(6,716)	(6,716)
Net loss attributable to common stockholders	(15,003)	(10,122)	(49,183)	(23,809)
Net loss attributable to common stockholders	$ (15,003)	$ (10,122)	$ (49,183)	$ (23,809)
Weighted-average common shares outstanding, basic (in shares)	24,339	18,915	21,995	18,236
Weighted-average common shares outstanding, diluted (in shares)	24,339	18,915	21,995	18,236
Net loss per common share, basic (in dollars per share)	$ (0.62)	$ (0.54)	$ (2.24)	$ (1.31)
Net loss per common share, diluted (in dollars per share)	$ (0.62)	$ (0.54)	$ (2.24)	$ (1.31)

Common Stock and Preferred St_4

Common Stock and Preferred Stock - Antidilutive Shares (Details) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	4,954,882	3,884,674
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,576,256	626,321
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	3,378,626	3,258,353

Common Stock and Preferred St_5

Common Stock and Preferred Stock - Narrative (Details) - USD ($)				3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 02, 2022	Aug. 04, 2022	Feb. 28, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Sale of stock, number of shares issued (in shares)	739,645	5,000,000
Sale of stock, price per share (in dollars per share)		$ 0.80
Sale of stock, net proceeds		$ 3,300,000
Stock issuance costs		$ 700,000				$ 706,000	$ 0
Series A Cumulative Perpetual Preferred Stock
Class of Stock [Line Items]
Stock issued (in shares)								3,770,265
Preferred stock, dividend rate			9.50%			9.50%		9.50%
Preferred stock, redemption price (in dollars per share)								$ 25
Preferred stock, liquidation preference (in dollars per share)				$ 25		$ 25
Preferred stock, liquidation preference, per annum (in dollars per share)				$ 2.375		2.375
Preferred stock, dividend rate (in dollars per share)						$ 0.593750
Cash payment of preferred stock dividends				$ 0	$ 2,200,000	$ 2,200,000	$ 6,700,000
Preferred stock, undeclared dividends				$ 5,200,000		$ 5,200,000

Stock-Based Compensation - Narr

Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Mar. 31, 2022	Mar. 08, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)	9,359,397		9,359,397
Expiration period (in years)			10 years
Shares reserved for future award (in shares)	3,127,627		3,127,627
Share-based compensation expense	$ 1.2	$ 2.9	$ 6.3	$ 8.9
Special Situations Investing Group II, LLC | Amendment Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding (in shares)						111,680
Special Situations Investing Group II, LLC | Ticking Warrant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding (in shares)	118,931		118,931
Exercise price of warrants (in dollars per share)					$ 0.01
Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants (in shares)	1,301,775		1,301,775
Term of warrants	5 years		5 years
Exercise price of warrants (in dollars per share)	$ 1.69		$ 1.69
Stock options and RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options and RSUs outstanding (in shares)	4,830,652		4,830,652
Employees, Directors and Consultants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs	$ 4.4		$ 4.4
Unrecognized compensation costs, recognition period (in years)			1 year 6 months 21 days
Employees | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs	$ 2.9		$ 2.9
Unrecognized compensation costs, recognition period (in years)			2 years 11 months 1 day
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			1 year
Minimum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			4 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			4 years
Maximum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)			5 years

Stock-Based Compensation - Assu

Stock-Based Compensation - Assumptions Used in the Black-Scholes Option-pricing Model (Details)	9 Months Ended
	Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	88%
Risk-free interest rate	1.04%
Expected life (in years)	2 years 8 months 1 day
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	100%
Risk-free interest rate	3.45%
Expected life (in years)	4 years 7 months 9 days

Stock-Based Compensation - Empl

Stock-Based Compensation - Employee and Director Stock Option Activity (Details) - Employees, Directors and Consultants	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Shares
Beginning balance (in shares) | shares	3,618,145
Granted (in shares) | shares	919,946
Forfeited (in shares) | shares	(1,159,465)
Ending balance (in shares) | shares	3,378,626
Vested (in shares) | shares	1,001,513
Exercisable (in shares) | shares	1,001,513
Weighted Average Exercise Price
Beginning balance (in dollars per share) | $ / shares	$ 7.51
Granted (in dollars per share) | $ / shares	3.14
Forfeited (in dollars per share) | $ / shares	10.48
Ending balance (in dollars per share) | $ / shares	5.03
Vested (in dollars per share) | $ / shares	6.48
Exercisable (in dollars per share) | $ / shares	$ 6.48

Stock Based Compensation - Rest

Stock Based Compensation - Restricted Stock Units Activity (Details) - Employees - Restricted Stock Units (RSUs)	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Restricted Stock Units
Non-vested beginning balance (in shares) | shares	111,874
Granted (in shares) | shares	1,405,277
Forfeited (in shares) | shares	(28,875)
Vested and distributed (in shares) | shares	(36,250)
Non-vested ending balance (in shares) | shares	1,452,026
Weighted- Average Grant Date Fair Value
Beginning balance (in dollars per share) | $ / shares	$ 33.27
Granted (in dollars per share) | $ / shares	0.66
Forfeited (in dollars per share) | $ / shares	28.31
Vested and distributed (in dollars per share) | $ / shares	16.79
Ending balance (in dollars per share) | $ / shares	$ 32.18

Stock-Based Compensation - Summ

Stock-Based Compensation - Summary of Warrant Activity (Details) - Nonemployees	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Number of Warrants
Beginning balance (in shares) | shares	35,832
Granted (in shares) | shares	1,540,424
Ending balance (in shares) | shares	1,576,256
Exercisable (in shares) | shares	1,576,256
Weighted Average Exercise Price
Beginning balance (in dollars per share) | $ / shares	$ 16.75
Granted (in dollars per share) | $ / shares	1.43
Ending balance (in dollars per share) | $ / shares	1.78
Exercisable (in dollars per share) | $ / shares	$ 1.78

Stock-Based Compensation - Perf

Stock-Based Compensation - Performance-based and Market-based Awards (Details) - Market based options	1 Months Ended
	Aug. 31, 2018 day $ / shares shares	Dec. 31, 2017 day $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, share price (in dollars per share) | $ / shares	$ 15	$ 15
Threshold trading days | day	20	20
Threshold consecutive trading days | day	30	30
Fully vest on January 1, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares) | shares	397,693	642,307
Stock options granted, exercise price (in dollars per share) | $ / shares	$ 7.50	$ 7.50

Leases - Narrative (Details)

Leases - Narrative (Details)	Sep. 30, 2022 ft²
Lessee, Lease, Description [Line Items]
Area of real estate property (in sq. ft)	13,166
Finance lease, term	36 months
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term (in months)	26 months
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term (in months)	60 months

Leases - Condensed Consolidated

Leases - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Operating lease assets	$ 712	$ 656
Finance lease assets	94	186
Total lease assets	$ 806	$ 842
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Current
Operating lease liabilities	$ 655	$ 595
Finance lease liabilities	184	282
Non-current
Operating lease liabilities	711	932
Finance lease liabilities	8	136
Total lease liabilities	$ 1,558	$ 1,945
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other accrued liabilities	Other accrued liabilities

Leases - Condensed Consolidat_2

Leases - Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Leases [Abstract]
Operating lease expense	$ 114	$ 183	$ 330	$ 537
Short-term lease rent expense	1	10	6	57
Variable lease expense	16	13	13	31
Operating sublease income	(97)	0	(128)	0
Total rent expense, net	34	206	221	625
Amortization of leased assets	30	79	93	240
Interest on lease liabilities	4	12	16	34
Total	$ 34	$ 91	$ 109	$ 274

Leases - Condensed Consolidat_3

Leases - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 552	$ 478
Financing cash flows from finance leases	226	243
Cash received for operating sublease	$ 99	$ 0

Leases - Other Information (Det

Leases - Other Information (Details)	Sep. 30, 2022	Dec. 31, 2021
Weighted-average remaining lease term (years)
Operating leases	2 years 7 months 6 days	2 years 3 months 18 days
Financing leases	10 months 24 days	1 year 6 months
Weighted-average discount rate
Operating leases	12.56%	10.73%
Finance leases	12.59%	11.46%

Leases - Maturities of Lease Li

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Operating Leases
Remainder of 2022	$ 205
2023	760
2024	420
2025	90
2026 and thereafter	109
Total lease payments	1,584
Less: imputed interest	(218)
Present value of lease liabilities	1,366
Less: current portion	(655)	$ (595)
Lease liabilities, non-current	711	932
Financing Leases
Remainder of 2022	59
2023	139
2024	0
2025	0
2026 and thereafter	0
Total lease payments	198
Less: imputed interest	(6)
Present value of lease liabilities	192
Less: current portion	(184)	(282)
Long-term finance lease liabilities	8	136
Total
Remainder of 2022	264
2023	899
2024	420
2025	90
2026 and thereafter	109
Total lease payments	1,782
Less: imputed interest	(224)
Total lease liabilities	1,558	$ 1,945
Less: current portion	(839)
Lease liabilities, non-current	$ 719

Debt - Narrative (Details)

Debt - Narrative (Details)								1 Months Ended			3 Months Ended	6 Months Ended	9 Months Ended
	Aug. 29, 2022 shares	Aug. 04, 2022 USD ($)	Jul. 15, 2022 USD ($)	Apr. 15, 2022 USD ($) tradingDay day	Mar. 31, 2022 USD ($) day $ / shares	Mar. 08, 2022 USD ($) shares	Sep. 24, 2019 USD ($)	Aug. 31, 2022 USD ($) installment	Nov. 30, 2021 USD ($) installment	Aug. 31, 2020 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Repayments of debt													$ 39,194,000	$ 0
Write-off of debt issuance costs													3,334,000	0
Proceeds from related party debt													$ 11,000,000	$ 0
Sale of stock, net proceeds		$ 3,300,000
Senior Notes
Debt Instrument [Line Items]
Effective weighted average interest rate											18.25%		18.25%
Special Situations Investing Group II, LLC | Amendment Warrant
Debt Instrument [Line Items]
Warrants outstanding (in shares) | shares						111,680
Special Situations Investing Group II, LLC | Ticking Warrant
Debt Instrument [Line Items]
Warrants outstanding (in shares) | shares											118,931		118,931
Warrants outstanding					$ 47,500
Warrants, threshold trading days | day					5
Warrants, maximum shares outstanding					7%
Exercise price of warrants (in dollars per share) | $ / shares					$ 0.01
Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity
Debt Instrument [Line Items]
Proceeds from issuance of debt											$ 11,000,000
Proceeds from related party debt			$ 5,000,000
Exercise price of warrants (in dollars per share) | $ / shares											$ 1.69		$ 1.69
Related party debt, available amount				$ 25,000,000
Reference rate, tenor trading days | tradingDay				30
Funding request, trading days | day				30
Covenant, recurring revenue minimum				$ 15,000,000
Covenant, liquidity minimum				$ 5,000,000
Related party debt, remaining available amount											$ 10,700,000		$ 10,700,000
Related party, number of commitment shares | shares	739,645
Warrants (in shares) | shares											1,301,775		1,301,775
Term of warrants											5 years		5 years
2024 Notes
Debt Instrument [Line Items]
Proceeds from issuance of debt							$ 35,000,000			$ 10,000,000
Repayments of debt			7,600,000			$ 11,000,000						$ 31,700,000
Write-off of debt issuance costs											$ 1,300,000	$ 2,000,000
Interest			100,000
Cash on hand			$ 2,600,000
Insurance Premium Financing
Debt Instrument [Line Items]
Effective weighted average annual interest rate								2.30%	2%
Principal amount of debt								$ 400,000	$ 3,100,000
Number of installments | installment								11	10
Debt down payment								$ 30,000	$ 600,000
Short-term debt outstanding											$ 300,000		$ 300,000		$ 2,300,000

Debt - Net Carrying Amounts (De

Debt - Net Carrying Amounts (Details) - Keep Well Note - Senior Notes - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Principal	$ 11,000	$ 39,194
Less: debt discount	(1,782)	(3,402)
Net carrying amount	$ 9,218	$ 35,792

Debt - Interest Expense (Detail

Debt - Interest Expense (Details) - Keep Well Note - Senior Notes - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Contractual interest expense	$ 320	$ 1,821	$ 2,264	$ 5,403
Accretion of debt discount	225	224	729	635
Total interest expense	$ 545	$ 2,045	$ 2,993	$ 6,038

Fair Value Measurements - Fair

Fair Value Measurements - Fair Value, Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	$ 204	$ 306
Contingent consideration	64	357
Warrant liabilities	55
Total liabilities	119	357
Letter of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Letter of credit	204	306
Level I
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	204	306
Contingent consideration	0	0
Warrant liabilities	0
Total liabilities	0	0
Level I | Letter of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Letter of credit	204	306
Level II
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0	0
Contingent consideration	0	0
Warrant liabilities	0
Total liabilities	0	0
Level II | Letter of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Letter of credit	0	0
Level III
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total assets	0	0
Contingent consideration	64	357
Warrant liabilities	55
Total liabilities	119	357
Level III | Letter of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Letter of credit	$ 0	$ 0

Fair Value Measurements - Fai_2

Fair Value Measurements - Fair Value Measurements Using Significant Level III Inputs (Details) - Level III $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Contingent consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 357
Settlement of contingent consideration	(293)
Ending balance	64
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Warrants issued - Ticking Warrants	176
Gain on change in fair value of warrant liabilities	(121)
Ending balance	$ 55

Fair Value Measurements - Narra

Fair Value Measurements - Narrative (Details) - LifeDojo Inc. $ in Millions	Sep. 30, 2022 USD ($) shares
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration | $	$ 0.1
Contingent consideration (in shares) | shares	7,428

Fair Value Measurements - Fai_3

Fair Value Measurements - Fair Value Assumptions, Warrant Liabilities (Details)	Sep. 30, 2022
Volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability assumptions	1
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability assumptions	0.0425
Weighted average expected life (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability assumptions	4.04
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability assumptions	0

Variable Interest Entities - Na

Variable Interest Entities - Narrative (Details)	9 Months Ended
	Sep. 30, 2022
TIH
Variable Interest Entity [Line Items]
Capitalized cost, amortization period	5 years
TIH | Minimum
Variable Interest Entity [Line Items]
Foregoing costs percentage	10%
TIH | Maximum
Variable Interest Entity [Line Items]
Foregoing costs percentage	15%
CIH
Variable Interest Entity [Line Items]
Capitalized cost, amortization period	5 years

Variable Interest Entities - Su

Variable Interest Entities - Summary of Amounts and Classification of Assets and Liabilities of VIE (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 7,253	$ 58,824
Prepaid and other current assets	2,179	5,019
Total assets	30,658	93,682
Accounts payable	1,768	1,001
Deferred revenue	288	441
Total liabilities	17,453	48,127
VIE, Primary beneficiary
Variable Interest Entity [Line Items]
Cash and cash equivalents	887	1,356
Unbilled receivables	59	80
Prepaid and other current assets	0	48
Total assets	946	1,484
Accounts payable	5	10
Accrued liabilities	60	11
Deferred revenue	39	40
Payables to Ontrak	1,726	1,841
Total liabilities	$ 1,830	$ 1,902

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands			9 Months Ended	12 Months Ended
	Aug. 02, 2022	Feb. 28, 2021	Sep. 30, 2022	Dec. 31, 2020
Class of Stock [Line Items]
Settlement, amount awarded to other party	$ 75
Series A Cumulative Perpetual Preferred Stock
Class of Stock [Line Items]
Preferred stock, dividend rate		9.50%	9.50%	9.50%

Subsequent Event (Details)

Subsequent Event (Details) - Affiliated entity - Keep Well Agreement - Acuitas Capital, LLC $ / shares in Units, $ in Millions	Nov. 19, 2022 USD ($) $ / shares shares	Aug. 29, 2022 shares	Apr. 15, 2022 USD ($) day	Sep. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jan. 31, 2023 USD ($)	Sep. 30, 2022 USD ($) $ / shares
Subsequent Event [Line Items]
Related party debt, remaining available amount								$ 10.7
Related party debt, available amount			$ 25
Funding request, trading days | day			30
Covenant, recurring revenue minimum			$ 15
Exercise price of warrants (in dollars per share) | $ / shares								$ 1.69
Warrant coverage, covenant, percentage of amount borrowed			20%
Term of warrants								5 years
Related party, number of commitment shares | shares		739,645
Subsequent event
Subsequent Event [Line Items]
Related party debt, remaining available amount	$ 14
Covenant, recurring revenue minimum	$ 11
Exercise price of warrants (in dollars per share) | $ / shares	$ 0.45
Warrant coverage, covenant, percentage of amount borrowed	100%
Reverse stock split ratio	0.2
Warrant exercise price, volume-weighted average price threshold, trading days	5 years
Conversion price (in dollars per share) | $ / shares	$ 0.40
Term of warrants	5 years
Shares issued for warrants, amount converted, multiplier	100%
Related party, number of commitment shares | shares	2,038,133
Percent of total common stock outstanding	90%
Share issuance, threshold period from funding date	180 days
Subsequent event | Forecast
Subsequent Event [Line Items]
Related party debt, remaining available amount				$ 2	$ 4	$ 4	$ 4