Ontrak (OTRK) 10-K 17 Apr 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 12, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 12,460,376
Entity Common Stock, Shares Outstanding		29,320,248
Entity Central Index Key	0001136174
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE None.
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	OTRK
Security Exchange Name	NASDAQ
Series A Cumulative Perpetual Preferred Stock
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

Audit Information

Audit Information	12 Months Ended
	Dec. 31, 2022
Audit Information [Abstract]
Auditor name	EISNERAMPER LLP
Auditor location	Iselin, New Jersey
Auditor firm ID	274

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 5,032	$ 58,824
Restricted cash - current	4,477	6,716
Receivables, net	973	5,938
Unbilled receivables	453	3,235
Deferred costs - current	156	600
Prepaid expenses and other current assets	3,168	5,019
Total current assets	14,259	80,332
Long-term assets:
Property and equipment, net	2,498	3,785
Restricted cash - long-term	204	406
Goodwill	5,713	5,713
Intangible assets, net	1,125	2,346
Other assets	1,326	444
Operating lease right-of-use assets	632	656
Total assets	25,757	93,682
Current liabilities:
Accounts payable	1,927	1,001
Accrued compensation and benefits	1,987	2,343
Deferred revenue	326	441
Current portion of operating lease liabilities	653	595
Other accrued liabilities	4,576	5,953
Total current liabilities	9,469	10,333
Long-term liabilities:
Long-term debt, net	10,065	35,792
Long-term operating lease liabilities	546	932
Long-term finance lease liabilities	0	136
Other liabilities	0	934
Total liabilities	20,080	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 December 31, 2022 and 2021	0	0
Common stock, $0.0001 par value, 500,000,000 shares authorized; 27,167,479 and 20,686,186 shares issued and outstanding at December 31, 2022 and 2021, respectively	3	2
Additional paid-in capital	448,415	436,721
Accumulated deficit	(442,741)	(391,168)
Total stockholders' equity	5,677	45,555
Total liabilities and stockholders' equity	$ 25,757	$ 93,682

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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)	27,167,479	20,686,186
Common stock, shares outstanding (in shares)	27,167,479	20,686,186

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Revenue	$ 14,514	$ 84,133
Cost of revenue	7,461	31,214
Gross profit	7,053	52,919
Operating expenses:
Research and development	10,974	18,279
Sales and marketing	5,006	9,895
General and administrative	34,256	43,774
Restructuring, severance and related costs	934	8,952
Total operating expenses	51,170	80,900
Operating loss	(44,117)	(27,981)
Other expense, net	(3,461)	(1,013)
Interest expense, net	(3,907)	(7,997)
Loss before income taxes	(51,485)	(36,991)
Income tax expense	(88)	(153)
Net loss	(51,573)	(37,144)
Dividends on preferred stock - declared and undeclared	(8,954)	(8,954)
Net loss attributable to common stockholders	(60,527)	(46,098)
Net loss attributable to common stockholders	$ (60,527)	$ (46,098)
Net loss per common share, basic (in dollars per share)	$ (2.60)	$ (2.47)
Net loss per common share, diluted (in dollars per share)	$ (2.60)	$ (2.47)
Weighted-average common shares outstanding, basic (in shares)	23,265	18,656
Weighted-average common shares outstanding, diluted (in shares)	23,265	18,656

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020		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	(8,954)			(8,954)
Stock issued, net (in shares)			1,324,185
Stock issued	10,871			10,871
Common stock issued relating to settlement of contingent consideration (in shares)			164,898
Common stock issued relating to settlement of contingent consideration	1,443			1,443
Warrants exercised (in shares)			1,184,641
Warrants exercised	58			58
Stock options exercised and restricted stock units vested, net of taxes (in shares)			400,326
Stock options exercised and restricted stock units vested, net of taxes	5,560			5,560
401(k) employer match (in shares)			62,918
401(k) employer match	1,112			1,112
Stock-based compensation expense	11,858			11,858
Net loss	(37,144)				(37,144)
Ending balance (in shares) at Dec. 31, 2021		3,770,265	20,680,186
Ending 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)
Stock issued, net (in shares)			5,000,000
Stock issued	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 consulting services (in shares)			795,200
Common stock issued for financing and consulting services	1,351			1,351
Warrants issued	827			827
Restricted stock units vested, net of taxes (in shares)			33,374
Restricted stock units vested, net of taxes	(6)			(6)
401(k) employer match (in shares)			625,304
401(k) employer match	643			643
Stock-based compensation expense	7,532			7,532
Net loss	(51,573)				(51,573)
Ending balance (in shares) at Dec. 31, 2022		3,770,265	27,167,479
Ending balance at Dec. 31, 2022	$ 5,677	$ 0	$ 3	$ 448,415	$ (442,741)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net loss	$ (51,573)	$ (37,144)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	7,532	11,858
Write-off of debt issuance costs	3,334	0
Restructuring, severance and related costs	0	6,297
Paid-in-kind interest expense	553	0
Write-off of other asset	259	0
Depreciation expense	2,494	1,070
Amortization expense	2,706	2,941
Gain on forgiveness of PPP loan	0	(171)
Change in fair value of warrants	(133)	0
Change in fair value of contingent consideration	0	1,315
401(k) employer match in common shares	628	1,105
Common stock issued for consulting services	102	0
Changes in operating assets and liabilities:
Receivables	4,965	10,744
Unbilled receivables	2,781	1,191
Prepaid and other assets	1,558	(867)
Accounts payable	791	(314)
Deferred revenue	(115)	(20,513)
Lease liabilities	(328)	(310)
Other accrued liabilities	480	(3,357)
Net cash used in operating activities	(23,966)	(26,155)
Cash flows from investing activities
Purchases of property and equipment	(1,156)	(4,480)
Net cash used in investing activities	(1,156)	(4,480)
Cash flows from financing activities
Repayment of 2024 Notes	(39,194)	(10,807)
Proceeds from Keep Well Notes	11,000	0
Proceeds from issuance of common stock	4,000	11,142
Common stock issuance costs	(706)	(271)
Dividends paid	(2,239)	(8,954)
Debt issuance costs	(907)	0
Proceed from warrant exercise	0	58
Proceed from options exercise	0	5,584
Payment of taxes related to net-settled stock awards	(6)	(24)
Finance lease obligations	(282)	(325)
Financed insurance premium payments	(2,777)	(3,032)
Net cash used in financing activities	(31,111)	(6,629)
Net change in cash and restricted cash	(56,233)	(37,264)
Cash and restricted cash at beginning of period	65,946	103,210
Cash and restricted cash at end of period	9,713	65,946
Supplemental disclosure of cash flow information:
Interest paid	2,330	7,146
Income taxes paid	136	108
Non-cash financing and investing activities:
Common stock issued in connection with Keep Well Agreement	1,249	0
Accrued debt issuance costs	5	0
Common stock issued to settle contingent liability	293	1,443
Financed insurance premiums	2,474	3,144
Finance lease and accrued purchases of property and equipment	171	162
2024 Notes
Non-cash financing and investing activities:
Warrants issued	458	0
Keep Well Note
Non-cash financing and investing activities:
Warrants issued	$ 544	$ 0

Organization

Organization	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Company Overview Ontrak, Inc. (“Ontrak,” “Company,” “we,” “us” or “our”) is an artificial intelligence (“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 programs seek to improve member health and deliver validated cost savings to healthcare payors.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include Ontrak, Inc., its wholly-owned subsidiaries and its variable interest entities (VIEs). The accompanying consolidated financial statements for Ontrak, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and instructions to Form 10-K and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment. The Company provides services to commercial (employer funded), managed Medicare Advantage, managed Medicaid and duel eligible (Medicare and Medicaid) populations to generate revenues. The Company also provides mental health and wellbeing support to members of employer customers under our LifeDojo wellbeing solution. 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. 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 December 31, 2022, our cash and restricted cash was $9.7 million (see discussion about the availability of restricted cash in Note 3 below) and we had working capital of approximately $4.8 million. For the year ended December 31, 2022, our average monthly cash flow from operations burn rate was $2.0 million. Throughout the year ended December 31, 2022 and subsequently in March 2023, as part of the Company's continued cost saving measures to reduce its operating costs and to better align with its previously stated strategic initiatives, our management completed a series of reduction in workforce and vendor cost optimization plans. As a result, the Company expects the full effect of these plans will be realized in 2023 and beyond, and decrease our operating costs and improve average monthly cash flow from operations. These cost optimization plans are necessary to right size our business commensurate with our current customer base. In addition to revenue from business operations, our primary source of working capital is the Keep Well Agreement, which has $14.0 million of principal borrowing capacity remaining as of December 31, 2022 ($4.0 million borrowed on each of January and March 2023). We may also be able to raise capital through equity financings, however, when we can affect 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. Regardless of our success in raising additional capital, we expect our cash on hand, including restricted cash and additional borrowings under our Keep Well Agreement, will be sufficient to meet our obligations for at least the next 12 months from the date these financial statements are released. Management plans to continue to execute on its strategy by (i) exploring other sources of capital with either debt or equity financing for future 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 we will be able to satisfy the conditions precedent to future borrowings under the Keep Well Agreement or that other 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 Keep Well Agreement contains various financial covenants, and any unanticipated non-compliance with those covenants could result in an acceleration of the repayment of the outstanding loan balance. Furthermore, equity or debt financings may have a dilutive effect on the holdings of our existing stockholders, and debt financings may subject us to restrictive covenants, operational restrictions and security interests in our assets. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates include expense accruals, accounts receivable allowances, accrued claims payable, the useful life of assets subject to depreciation and amortization, revenue recognition, the valuation of warrant liabilities and contingent consideration, and shared-based compensation. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates. Revenue Recognition The Company generates revenue from contracts with customers as it satisfies its performance obligations to customers and their members enrolled in our Ontrak program. The Ontrak program service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in a manner that depicts the transfer of services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised services ( i.e. , the “transaction price”). In determining the transaction price, the Company considers multiple factors, including identification of the performance obligation and the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside the Company's influence, such as the judgment and actions of third parties. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees billed or received in advance of the delivery or completion of the services when revenue recognition criteria have not been met. Deferred revenue is recognized as our performance obligation is satisfied over the length of the Ontrak program as our services are delivered. Cost of Revenue Cost of revenue consists primarily of salaries related to care coaches, outreach specialists and other staff directly involved in member care, healthcare provider claims payments, and fees charged by third party administrators for processing these claims. Salaries and fees charged by third party administrators for processing claims are expensed when incurred and healthcare provider claims payments are recognized in the period in which an eligible member receives services. Commissions Commissions paid to our sales force and engagement specialists are deferred as these amounts are incremental costs of obtaining a contract with a customer and are recoverable from future revenue that gave rise to the commissions. Commissions for initial customer contracts and member enrollments are deferred on the consolidated balance sheets and amortized on a straight-line basis over estimated useful life, which has been determined to be six years and one year, respectively. For the year ended December 31, 2022 and 2021, amortization expense relating to deferred commission costs was $0.7 million and $3.6 million, respectively. Research and Development Costs Research and development costs primarily include personnel and related expenses, including third-party services, for software development and engineering, information technology infrastructure development. Research and development costs are expensed as incurred. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the date of purchase. The Company's cash balance does not contain any cash equivalents at December 31, 2022 and 2021. Property & Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as noted below. We capitalize computer software that meet both the definition of internal-use software and defined criteria for capitalization. See discussion below under "Capitalized Internal Use Software Costs" for more information. Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5 Capitalized Internal Use Software Costs Costs of computer software obtained or developed for internal use are accounted for in accordance with ASC 350, Intangibles— Goodwill and Other (“ASC 350”). Certain costs in the development of our internal use software are capitalized when the preliminary project stage is completed and it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party consultants who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s internal use software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years. Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is carried at historical cost, not amortized, and subject to write-down, as needed, based upon an impairment analysis that we perform annually on October 1 or more frequently if an event occurs or change in circumstances indicates that the asset may be impaired. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. The implied fair value of goodwill is compared to the carrying value of goodwill as of the testing date, and an impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value, if any. The Company conducted its annual goodwill impairment test as of October 1, 2022 and determined that no impairment of goodwill existed. Definite-lived intangible assets include acquired software technology and customer relationships resulting from a business acquisition. The Company amortizes such definite-lived intangible assets on a straight line basis over their estimated useful lives. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of Long-Lived Assets The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the undiscounted future cash flow attributable to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Changes in estimates of future cash flows attributable to the long-lived assets could result in a write-down of the asset in a future period. Leases ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We recognize ROU lease assets and lease liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable. We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in determining the lease term. We do not record an ROU asset and corresponding lease liability for leases with an initial term of 12 months or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates, the importance of the facility and location to the Company’s operations, among others, are considered. Lease payments are made in accordance with the lease terms and lease expense, including short-term lease expense, is recognized on a straight-line basis over the lease term. Share-Based Compensation Stock Options and Restricted Stock Units – Employees and Directors Stock-based compensation for stock options and RSUs granted is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of RSU awards based on the closing stock price of our common shares on the date of grant. The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Forfeitures are recognized as they occur. Stock Options and Warrants – Non-employees Stock-based compensation for stock options and warrants granted to non-employees is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. For options and warrants issued as compensation to non-employees for services that are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received. For unvested shares, the change in fair value during the period is recognized in expense using the graded vesting method. Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. To date, no current income tax liability has been recorded due to the Company's accumulated net losses. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company's net deferred tax assets have been fully reserved by a valuation allowance. 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 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 at December 31, 2022 and 2021, respectively, for assets and liabilities measured at fair value on a recurring basis (in thousands): Balance at December 31, 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) — — 43 43 Total liabilities $ — $ — $ 107 $ 107 Balance at 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 consolidated balance sheets as of December 31, 2022 and 2021. (2) Contingent consideration was included in "Other accrued liabilities" on our consolidated balance sheets as of December 31, 2022 and 2021. (3) Relates to Ticking Warrants issued as of December 31, 2022 in connection with the Eight Amendment executed on March 8, 2022, as discussed in Note 9 below, and included in "Other accrued liabilities" on our consolidated balance sheet as of December 31, 2022. Financial instruments classified as Level III in the fair value hierarchy as of December 31, 2022 and 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 9, 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 marked-to-market each quarter-end until they are completely settled or expire. The fair value of the warrant liabilities was 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 was valued using the Monte Carlo simulation model, using both observable and unobservable inputs and assumptions. The carrying value of the 2024 Notes and Keep Well Notes is estimated to approximate their respective fair values as the variable interest rate of the 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, 2020 $ 485 Change in fair value 1,315 Settlement of contingent consideration (1,443) Balance as of December 31, 2021 357 Settlement of contingent consideration (293) Balance as of December 31, 2022 $ 64 The $0.1 million and $0.4 million of contingent consideration liability, relating to a stock price guarantee in our acquisition of LifeDojo Inc. completed in October 2020, was included in "Other accrued liabilities" on our consolidated balance sheets as of December 31, 2022 and 2021, respectively. We recorded loss of $1.3 million resulting from changes in fair value of the contingent consideration relating to a stock price guarantee in "Other expense, net" on our consolidated statements of operations for the year ended December 31, 2021. On October 28, 2021, which was the completion date of the measurement period, the Company determined that the fair value of the contingent consideration was $1.8 million. The $0.1 million of contingent consideration liability remaining as of December 31, 2022 relates to 7,428 shares of common stock remaining to be issued, pending response for stockholder information. Warrant Liabilities The assumptions used in the Black-Scholes option-pricing model were determined as follows: December 31, 2022 Volatility 100.00 % Risk-free interest rate 4.22 % Weighted average expected life (in years) 3.79 Dividend yield 0 % Level III Balance as of December 31, 2021 $ — Warrants issued - Ticking Warrants 176 Gain on change in fair value of warrant liabilities (133) Balance as of December 31, 2022 $ 43 For the year ended December 31, 2022, we recorded a gain of $0.1 million related to change in the fair value of warrant liabilities in "Other expense, net" on our consolidated statements of operations. 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 Agreement (“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 include its decision making, approval or are conducted for its benefit, as evidenced by the facts 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 is subordinate to payments of the 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 is the primary beneficiary required to consolidate the 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 Agreement 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 provide all required day-to-day business management services, including, but not limited to: • general administrative support services; • information systems; • recordkeeping; • billing and collection; • 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. The Company's management fee is subordinate to payment of the entities’ obligations. 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, as determined by CIH at its sole discretion. The Company's consolidated balance sheets included the following assets and liabilities from its VIEs (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 686 $ 1,356 Accounts receivable 381 — Unbilled accounts receivable 90 80 Prepaid and other current assets 116 48 Total assets $ 1,273 $ 1,484 Accounts payable $ — $ 10 Accrued liabilities 119 11 Deferred revenue 52 40 Payables to Ontrak 1,602 1,841 Total liabilities $ 1,773 $ 1,902 Concentration of Credit Risk Financial instruments, which potentially subject us to a concentration of risk, include cash, restricted cash and accounts receivable. All of our customers are based in the United States at this time a nd we are not subject to exchange risk for accounts receivable. The Company maintains its cash in domestic financial institutions subject to insurance coverage issued by the Federal Deposit Insurance Corporation ("FDIC"). Under FDIC rules, the company is entitled to aggregate coverage as defined by the Federal regulation per account type per separate legal entity per financial institution. The Company has incurred no losses as a result of any credit risk exposures. For more information about concentration of our accounts receivable and revenue, see Note 4 below. 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 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 consolidated financial statements. In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional expedients and exceptions to accounting for contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope" which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2020-04 is effective for all entities beginning on March 12, 2020 and may be applied prospectively to contract modifications entered through December 31, 2022. ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to contract modifications entered through December 31, 2022. The adoption of ASU 2020-04 and ASU 2021-01 as of the respective effective beginning dates did not have a material effect on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which enhances and simplifies various aspects of income tax accounting guidance. The guidance is effective for the Company in the first quarter of 2021, although early adoption is permitted. The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08"), which improves the accounting for acquired revenue contracts with custo

Restricted Cash

Restricted Cash	12 Months Ended
	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Restricted Cash	Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash total as presented in the consolidated statement of cash flows for the periods presented (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 5,032 $ 58,824 Restricted cash - current: Dividend payments on preferred stock (1) 4,477 6,716 Subtotal - Restricted cash - current 4,477 6,716 Restricted cash - long term: Letter of credit (2) 204 306 Cash required per note agreement (3) — 100 Subtotal - Restricted cash - long term 204 406 Cash, cash equivalents and restricted cash $ 9,713 $ 65,946 ____________ (1) Represents the amount remaining in an account funded with a portion of the proceeds from the sale of the Series A Preferred Stock for the payment of dividends thereon until August 2022. The use of such funds for the payment of such dividends is subject to compliance with applicable laws. Also, the Company’s board of directors may determine that the use of such funds for other corporate purposes is required pursuant to the exercise of their fiduciary duties to the Company’s common stockholders. (2) LOC required as part of our Santa Monica, CA office lease. (3) 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	12 Months Ended
	Dec. 31, 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 revenue as a percentage of our total revenue: Year Ended December 31, Percentage of Revenue 2022 2021 Customer A 47.1 % 12.4 % Customer B 31.6 5.2 Customer C 13.4 5.0 Customer D — 44.3 Customer E 1.3 28.8 Remaining Customers 6.6 4.3 Total 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: At December 31, Percentage of Accounts Receivable 2022 2021 Customer B 39.1 % — % Customer A 35.7 — Customer E 20.3 94.0 Remaining customers 4.9 6.0 Total 100.0 % 100.0 % The Company applies the specific identification method for assessing provision for doubtful accounts. There was no bad debt expense in each of the year ended December 31, 2022 and 2021. On February 26, 2021, the Company received a termination notice from Customer E and working with this customer on a transition plan, we completed the participation of this customer's members in the program as of December 31, 2021. In addition, on August 18, 2021, the Company received a termination notice from Customer D of their intent not to continue the program past December 31, 2021. All members relating to Customers D and E have completed their participation in the program as of December 31, 2021. As a result of these termination notices, in March and November 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. As of December 31, 2021, $0.4 million of accrued termination related costs related to these workforce reduction plans was outstanding as part of "Other accrued liabilities" on our consolidated balance sheet. As of December 31, 2022, there was no amount outstanding relating to such accrued termination related costs. See Note 6 below for information on a further workforce reduction plan approved in August 2022. In September 2021, the Company agreed to a contract modification with a current customer to credit certain fees in order to align with the customer's program spend, which was recorded as a cumulative adjustment, and was not considered to be significant for the year ended December 31, 2021.

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment Property and equipment consisted of the following (in thousands): December 31, 2022 2021 Software $ 6,882 $ 4,051 Computers and equipment 466 456 ROU assets - finance lease 375 375 Leasehold improvements 17 17 Software development in progress — 1,514 Subtotal 7,740 6,413 Less: Accumulated depreciation and amortization (5,242) (2,628) Property and equipment, net $ 2,498 $ 3,785 Total depreciation and amortization expense relating to property and equipment presented above was $2.6 million and $1.4 million for the year ended December 31, 2022 and 2021, respectively. During the fourth quarter of 2021, the Company wrote-off $1.8 million, net, relating to computers, equipment, software and software development in progress that were identified as obsolete and no longer in use, and included as part of "Restructuring, severance and related costs" on our consolidated statements of operations. See Note 6 below for more information. Capitalized Internal Use Software Costs

Restructuring, Severance and Re

Restructuring, Severance and Related Costs	12 Months Ended
	Dec. 31, 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 year ended December 31, 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. As of December 31, 2022, the Company paid a total of $0.8 million of the total $0.9 million of termination benefits and $0.1 million of accrued termination related costs remained outstanding as part of "Other accrued liabilities" on the Company's consolidated balance sheet. In November 2021, the Company approved a restructuring plan as part of management's cost saving measures in order to reduce its operating costs, optimize its business model and help align with its previously stated strategic initiatives. During the year ended December 31, 2021, the Company incurred a total of approximately $9.0 million of restructuring, severance and related costs. The restructuring plan included the following: • Technology strategy - the Company made a change in its technology enhancement plan to provide enhanced functionality in a more cost effective and timely manner, resulting in abandonment of internally-developed software and write-off of obsolete assets, including software development in progress, computers, equipment, other assets and contract costs, which totaled $5.4 million for the year ended December 31, 2021. • ROU operating lease asset impairment - the Company approved a plan for its headquarter office-based employees to work 100% remotely on a permanent basis and entered into an agreement with a broker to list the entire office space for sublease and determined an impairment charge of $0.9 million for the year ended December 31, 2021 to reduce the carrying value of the ROU operating lease asset to its estimated fair value. Significant assumptions used to estimate fair value were the current economic environment, real estate market conditions and general market participant assumptions.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 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 December 31, 2022 and 2021. Intangible Assets The following table sets forth amounts recorded for intangible assets subject to amortization (in thousands): At December 31, 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 $ (2,528) $ 972 $ 3,500 $ (1,361) $ 2,139 Customer relationships 5 270 (117) 153 270 (63) 207 Total $ 3,770 $ (2,645) $ 1,125 $ 3,770 $ (1,424) $ 2,346 Amortization expense for intangible assets was $1.2 million for each of the years ended December 31, 2022 and 2021. At December 31, 2022, estimated amortization expense for intangible assets for each of the next three years was as follows (in thousands): 2023 $ 1,026 2024 54 2025 45 Total $ 1,125

Common Stock and Preferred Stoc

Common Stock and Preferred Stock	12 Months Ended
	Dec. 31, 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 the 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 as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. Basic and diluted net loss per common share were as follows (in thousands, except per share amounts): Year Ended December 31, 2022 2021 Net loss $ (51,573) $ (37,144) Dividends on preferred stock - declared and undeclared (8,954) (8,954) Net loss attributable to common stockholders $ (60,527) $ (46,098) Weighted-average shares of common stock outstanding 23,265 18,656 Net loss per common share - basic and diluted $ (2.60) $ (2.47) The following common equivalent shares issuable upon the exercise of stock options and warrants have been excluded from the calculation of diluted earnings per common share as their effect was anti-dilutive: December 31, 2022 2021 Warrants to purchase common stock 1,576,256 35,832 Options to purchase common stock 4,895,222 3,618,145 Total shares excluded from net loss per share 6,471,478 3,653,977 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 9, 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. In November 2021, the Company entered into an at-the market ("ATM") agreement with a designated broker under which we may, from time to time, sell shares of our common stock having an aggregate offering price of up to $70 million. During November and December 2021, we sold 1,324,185 shares of our common stock under the ATM agreement, resulting in total gross proceeds of $11.1 million ($10.8 million, net of commission and fees). The $10.8 million of net proceeds from this ATM offering of our common stock was used to pay down a portion of the outstanding loan balance of our 2024 Notes. In November 2021, the Company issued a total of 164,898 unregistered, restricted shares of our common stock as consideration for the payment of a portion of the $1.8 million stock price guarantee contingent liability, which was related to our acquisition of LifeDojo, Inc. 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 Capital 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.

Debt

Debt	12 Months Ended
	Dec. 31, 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. In July 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 December 31, 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 2 and 10 for more information. Keep Well Agreement On April 15, 2022, the Company entered into a Master Note Purchase Agreement (the “Original Keep Well Agreement”) with Acuitas Capital LLC (“Acuitas Capital”), an entity indirectly wholly owned and controlled by Terren S. Peizer, the Company’s former Chief Executive Officer and Chairman. On August 12, 2022, the Company and Acuitas Capital entered into an amendment to the Original Keep Well Agreement in connection with the appointment of a collateral agent under the Original Keep Well Agreement (the “First Amendment”). On November 19, 2022, the Company and Acuitas Capital entered into a further amendment to the Original Keep Well Agreement, as amended by the First Amendment (the “Second Amendment”), and on December 30, 2022, the Company and Acuitas Capital entered into a further amendment to the Original Keep Well Agreement, as amended by the First Amendment and the Second Amendment (the “Third Amendment”). The Company refers to the Original Keep Well Agreement, as amended by the First Amendment, the Second Amendment and the Third Amendment, as the “Keep Well Agreement” and to Acuitas Capital, together with any of its transferees or affiliates under the Keep Well Agreement, as “Acuitas.” The Original Keep Well Agreement Under the terms of the Original Keep Well Agreement, subject to the satisfaction of certain conditions precedent (some of which are described below), the Company could borrow from Acuitas up to $25.0 million, and in connection with each such borrowing, the Company agreed to issue to Acuitas a senior secured note (each, a “Keep Well Note”) with a principal amount equal to the amount borrowed. Subject to obtaining approval of the Company’s stockholders as required by applicable Nasdaq listing rules, which approval was obtained at the Company’s annual meeting of stockholders held on August 29, 2022 (the “2022 Annual Meeting of Stockholders”), in connection with each Keep Well Note issued by the Company, the Company agreed to issue to Acuitas a warrant to purchase shares of the Company’s common stock (each, a “Keep Well Warrant”). The number of shares of the Company’s common stock underlying each Keep Well Warrant would be equal to (y) the product of the principal amount of the applicable Keep Well Note and 20% divided by (z) the exercise price of the applicable Keep Well Warrant, which was $1.69 per share, the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Company’s common stock immediately preceding the time the parties entered into the Original Keep Well Agreement. The maturity date of the Keep Well Notes was September 1, 2023. The conditions precedent to the Company’s ability to borrow, and Acuitas’ obligation to lend, under the Original Keep Well Agreement included 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 be 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 to borrow under the Original Keep Well Agreement, the Company would 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 borrowing request, and (2) there be 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 “Funding Condition”). In connection with entering into the Original Keep Well Agreement, subject to obtaining approval of the Company’s stockholders as required by applicable Nasdaq listing rules, which approval was obtained at the 2022 Annual Meeting of Stockholders, the Company agreed to issue 739,645 shares of its common stock to Acuitas (or an entity affiliated with Acuitas, as designated by Acuitas) (the “Original Commitment Shares”). The Original Commitment Shares were issued to Acuitas in September 2022. The Second Amendment and the Third Amendment Below is a summary of certain amendments to the terms of the Original Keep Well Agreement effected by the Second Amendment and the Third Amendment. Keep Well Notes The Company and Acuitas agreed to the following changes to the terms and conditions of the Keep Well Notes set forth in the Original Keep Well Agreement: • the maturity date of the Keep Well Notes was extended from September 1, 2023 to June 30, 2024, 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; • the remaining amount available to be borrowed was increased from $10.7 million to $14.0 million and the provision 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 (which was borrowed on January 5, 2023), March (which was borrowed on March 6, 2023) 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 Funding Condition; • 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; and • 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. Conversion of Keep Well Notes The Company and Acuitas agreed that, subject to the approval of the Company’s stockholders, which was obtained at a special meeting of stockholders held in February 2023 (the “2023 Special Meeting of Stockholders”), 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 (i) $0.40 per share and (ii) the greater of (a) the closing price of the Company’s common stock on the trading day immediately prior to the applicable conversion date and (b) $0.15 (the “Conversion Right”). The $0.40 and $0.15 referenced in the preceding sentence are subject to adjustment for stock splits and the like. Each Keep Well Note outstanding as of the date of stockholder approval was deemed to be amended to contain the Conversion Right. The Company refers to such Keep Well Notes, as so amended, and to the Keep Well Notes issued in connection with future borrowings under the Keep Well Agreement, as the “New Keep Well Notes.” In addition, subject to the approval of the Company’s stockholders, which was obtained at a the 2023 Special Meeting of Stockholders, in connection with the conversion of the principal amount of any New 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, and 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 New Keep Well Note then in effect, and the exercise price of each such warrant will be equal to the conversion price of the New Keep Well Note then in effect, subject to adjustment as described below. Increase in Warrant Coverage Subject to the approval of the Company’s stockholders, which was obtained at the 2023 Special Meeting of Stockholders, the Company and Acuitas agreed to reduce the exercise price of Keep Well Warrants issued under the Keep Well Agreement (both Keep Well Warrants outstanding as of the date of the Second Amendment and those issued thereafter) and to increase the warrant coverage on all previous and future borrowings under the Keep Well Agreement as follows: • the exercise price of currently outstanding Keep Well Warrants will be reduced to $0.45 per share, which was the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Company’s common stock immediately preceding the time the parties entered into the Second Amendment, and which will be subject to future adjustment as described below; • the number of shares of the Company’s common stock subject to currently outstanding Keep Well Warrants (i.e., 1,775,148 shares) 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 (i.e., 33,333,333 shares, or an additional 31,558,185 shares); • the warrant coverage on borrowings under the Keep Well Agreement after the date of the Second Amendment will be increased to a number of shares of the Company’s common stock equal to (x) 100% of the amount borrowed (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 after the date of the Second Amendment will have an exercise price equal to $0.45 per share, subject to future adjustment as described below; • if the reverse stock split that was also approved at the 2023 Special Meeting of Stockholders is effected, then: ◦ the exercise price of each warrant issued pursuant to the Keep Well Agreement that is outstanding as of the effective time of the reverse stock split will be reduced to the lesser of (i) the volume-weighted average price of the Company’s common stock over the five ◦ the Warrant Coverage Denominator will be reduced to the greater of $0.15 (adjusted for the reverse stock split) and the Post-Stock Split Price, subject to further reduction as described in the bullet immediately below; and • upon the occurrence of the final funding under the Keep Well Agreement (the date on when such final funding occurs, the “Final Funding Date”): ◦ the exercise price of each warrant issued pursuant to the Keep Well Agreement that is outstanding as of the Final Funding Date 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; and ◦ the Warrant Coverage Denominator will be reduced to the lesser of (i) if the Final Funding Date occurs at any time prior to the time the Reverse Stock Split Price is determined, the greater of (a) $0.15 (subject to adjustment for stock splits and the like, including the reverse stock split) and (b) 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 greater of (a) $0.15 (subject to adjustment for stock splits and the like, including the reverse stock split) and (b) the lesser of (x) the Post-Stock Split Price and (y) the Final Funding Date Price. As a result of approvals obtained at the 2023 Special Meeting of Stockholders, the Company issued to the holder of each Keep Well Warrant outstanding as of the date of such approval, in exchange for such Keep Well Warrant, a new warrant to purchase shares of the Company’s common stock that reflect the amendments to the Keep Well Warrants described above, including the increase in the warrant coverage and the decrease in the exercise price. The Company refers to the new warrants issued in exchange for outstanding Keep Well Warrants and to any warrants issued in connection with future borrowings under the Keep Well Agreement or in connection with the conversion of the principal amount of any New Keep Well Note and/or accrued interest thereon into shares of the Company’s common stock (as described above) as the “New Keep Well Warrants.” Additional Commitment Shares As a result of approvals obtained at the 2023 Special Meeting of Stockholders, the Company issued to Acuitas 2,038,133 additional shares of the Company’s common stock. Issuance Cap The Company and Acuitas agreed that (i) 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 (ii) 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. Covenants 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. Subject to certain customary exceptions, the Company also agreed 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. As mentioned above, the Keep Well Agreement also includes the following financial covenants: a requirement that annualized consolidated recurring revenue for the preceding twelve months be at least $11.0 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 covenants under the Keep Well Agreement as of December 31, 2022. Borrowings Under the Keep Well Agreement As of December 31, 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 December 31, 2022, the Company had a total of $0.6 million of accrued paid-in-kind interest related to the Keep Well Notes and the effective weighted average interest rate for the Keep Well Notes was 19.12%. At December 31, 2022, $14.0 million remained to be funded under the Keep Well Agreement: $4.0 million in each of January 2023 (which was borrowed on January 5, 2023), March 2023 (which was borrowed on March 6, 2023) and June 2023, and $2.0 million in September 2023. The net carrying amounts of the liability components consisted of the following (in thousands): December 31, 2022 2021 Principal $ 11,553 $ 39,194 Less: debt discount (1,488) (3,402) Net carrying amount $ 10,065 $ 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): December 31, 2022 2021 Contractual interest expense $ 2,817 $ 7,052 Accretion of debt discount 1,075 880 Total $ 3,892 $ 7,932 Securities Issued Under the Keep Well Agreement During 2022 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) in August and September 2022, the Company issued to Acuitas warrants to purchase a total of 1,301,775 shares of the Company’s common stock. The Commitment Shares and such warrants, which qualified for equity classification, were accounted for as debt discount based on their respective fair values determined at each issuance dates. The warrants have a term of five years and had 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. As discussed above, as result of approvals obtained at the 2023 Special Meeting of Stockholders, the warrants issued in August and September 2022 were exchanged for Keep Well Warrants. Stockholders Agreement Under the terms of the Keep Well Agreement, 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, Acuitas Capital and the Company agreed to enter into a stockholders agreement (the “Stockholders Agreement”) pursuant to which, during any period that Acuitas’ beneficial ownership of the Company’s capital stock equals at least 50% of the Company’s outstanding capital stock, Acuitas agreed 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 agreed that, during any period that such beneficial ownership of Acuitas affiliates equals at least 50% of the Company’s outstanding capital stock, 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 Stockholders Agreement was entered into on February 21, 2023. Other In May 2021, the Company received notification that its $0.2 million of PPP loan assumed through the LifeDojo acquisition has been fully forgiven and the full amount of $0.2 million has been recognized as a gain as a component of "Other expense, net" in our consolidated statement of operations for the year ended December 31, 2021. 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. During August through November 2022, the Company financed a total of $2.5 million of its insurance premiums for the new term at an annual weighted average effective rate of 5.9%, payable in 10 to 11 equal monthly installments and down payments totaling $0.2 million at inception of each financing agreement. At December 31, 2022 and 2021, there was $2.0 million and $2.3 million, respectively, relating to such financed insurance premium outstanding, which were included as part of "Other accrued liabilities" on our consolidated balance sheet as of each respective period.

Stock Based Compensation

Stock Based Compensation	12 Months Ended
	Dec. 31, 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 and members of the Company's board of directors. The terms and conditions upon which options vest 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 three Stock-based compensation expense was approximately $7.5 million and $11.9 million for the years ended December 31, 2022 and 2021, respectively. The assumptions used in the Black-Scholes option-pricing model were determined as follows: Year Ended December 31, 2022 2021 Volatility 88.00% - 101.00% 79.00% - 88.00% Risk-free interest rate 1.04% - 3.92% 0.19% - 1.24% Expected life (in years) 2.67- 4.66 2.75 - 6.08 Dividend yield 0 % 0 % The expected volatility assumptions have been based on the historical and expected volatility of our stock, measured over a period generally commensurate with the expected term. The weighted average expected option term for the year ended December 31, 2022, reflects the application of the simplified method prescribed in SEC's 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 employee and director grants was as follows: Number of Weighted- Outstanding at December 31, 2021 3,618,145 $ 7.51 Granted 2,649,946 1.35 Forfeited (1,372,569) 9.14 Outstanding at December 31, 2022 4,895,522 3.54 Options vested and exercisable at December 31, 2022 910,743 $ 7.13 As of December 31, 2022, there was $4.0 million of unrecognized compensation costs related to non-vested share-based compensation arrangements granted to employees and directors under the Plan. These costs are expected to be recognized over a weighted-average period of 2.06 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 during the year ended December 31, 2022 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 Vested and distributed (38,750) 18.33 Forfeited (28,875) 28.31 Non-vested at December 31, 2022 1,449,526 2.15 As of December 31, 2022, there was $2.6 million of unrecognized compensation costs related to unvested outstanding RSUs. These costs are expected to be recognized over a weighted average period of 2.67 years. Warrants - Non-employees The Company has 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 December 31, 2022 1,576,256 1.78 Warrants exercisable as of December 31, 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 9 above, 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 9 above for more information. In connection with Keep Well Agreement and the Company's borrowings thereunder, as discussed in Note 9 above, as of December 31, 2022, the Company 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 levels of certain executives to the performance of the Company through the issuance of performance-based and market-based stock options. The performance-based options vest upon the Company meeting certain revenue targets and the total amount of compensation expense recognized is based on the number of shares that the Company determines are probable of vesting. 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 As of January 1, 2023, both of the market-based options for 642,307 and 397,693 shares of the Company's common stock described above became fully vested.

Leases

Leases	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Leases	LeasesThe 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. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The operating leases include 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. During the fourth quarter of 2021, the Company approved a plan for its headquarter office-based employees to work 100% remotely on a permanent basis and entered into an agreement with a broker to list the entire office space located in Santa Monica, CA for sublease. As a result of this real estate rationalization decision, an impairment analysis of our operating right-of-use asset resulted in an impairment charge of $0.9 million to reduce the carrying value of this asset to its estimated fair value. See Note 6 above for more information. 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. See Note 14 below for more information on the Santa Monica, CA lease. Quantitative information for our leases was as follows (in thousands): December 31, Consolidated Balance Sheets Balance Sheet Classification 2022 2021 Assets Operating lease assets "Operating lease right-of-use-assets" $ 632 $ 656 Finance lease assets "Property and equipment, net" 66 186 Total lease assets $ 698 $ 842 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 653 $ 595 Finance lease liabilities "Other accrued liabilities" 136 282 Non-current Operating lease liabilities "Long-term operating lease liabilities" 546 932 Finance lease liabilities "Long-term finance lease liabilities" — 136 Total lease liabilities $ 1,335 $ 1,945 Year Ended December 31, Consolidated Statements of Operations 2022 2021 Operating lease expense $ 448 $ 722 Short-term lease rent expense 7 66 Variable lease expense 31 43 Operating sublease income (225) — Total rent expense, net $ 261 $ 831 Finance lease expense: Amortization of leased assets $ 120 $ 305 Interest on lease liabilities 19 42 Total $ 139 $ 347 Year Ended December 31, Consolidated Statements of Cash Flows 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating lease $ 757 $ 649 Financing cash flows from finance leases 282 325 Other Cash received for operating sublease $ 257 $ — December 31, Other Information 2022 2021 Weighted-average remaining lease term (years) Operating lease 2.5 2.3 Financing leases 0.7 1.5 Weighted-average discount rate (%) Operating lease 12.56 % 10.73 % Finance leases 12.92 % 11.46 % The following table sets forth maturities of our lease liabilities (in thousands): At December 31, 2022 Operating Leases Financing Leases Total 2023 $ 760 $ 139 $ 899 2024 420 — 420 2025 90 — 90 2026 93 — 93 2027 16 — 16 Total lease payments 1,379 139 1,518 Less: imputed interest (180) (3) (183) Present value of lease liabilities 1,199 136 1,335 Less: current portion (653) (136) (789) Lease liabilities, non-current $ 546 $ — $ 546
Leases	LeasesThe 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. The Company’s operating leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. The operating leases include 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. During the fourth quarter of 2021, the Company approved a plan for its headquarter office-based employees to work 100% remotely on a permanent basis and entered into an agreement with a broker to list the entire office space located in Santa Monica, CA for sublease. As a result of this real estate rationalization decision, an impairment analysis of our operating right-of-use asset resulted in an impairment charge of $0.9 million to reduce the carrying value of this asset to its estimated fair value. See Note 6 above for more information. 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. See Note 14 below for more information on the Santa Monica, CA lease. Quantitative information for our leases was as follows (in thousands): December 31, Consolidated Balance Sheets Balance Sheet Classification 2022 2021 Assets Operating lease assets "Operating lease right-of-use-assets" $ 632 $ 656 Finance lease assets "Property and equipment, net" 66 186 Total lease assets $ 698 $ 842 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 653 $ 595 Finance lease liabilities "Other accrued liabilities" 136 282 Non-current Operating lease liabilities "Long-term operating lease liabilities" 546 932 Finance lease liabilities "Long-term finance lease liabilities" — 136 Total lease liabilities $ 1,335 $ 1,945 Year Ended December 31, Consolidated Statements of Operations 2022 2021 Operating lease expense $ 448 $ 722 Short-term lease rent expense 7 66 Variable lease expense 31 43 Operating sublease income (225) — Total rent expense, net $ 261 $ 831 Finance lease expense: Amortization of leased assets $ 120 $ 305 Interest on lease liabilities 19 42 Total $ 139 $ 347 Year Ended December 31, Consolidated Statements of Cash Flows 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating lease $ 757 $ 649 Financing cash flows from finance leases 282 325 Other Cash received for operating sublease $ 257 $ — December 31, Other Information 2022 2021 Weighted-average remaining lease term (years) Operating lease 2.5 2.3 Financing leases 0.7 1.5 Weighted-average discount rate (%) Operating lease 12.56 % 10.73 % Finance leases 12.92 % 11.46 % The following table sets forth maturities of our lease liabilities (in thousands): At December 31, 2022 Operating Leases Financing Leases Total 2023 $ 760 $ 139 $ 899 2024 420 — 420 2025 90 — 90 2026 93 — 93 2027 16 — 16 Total lease payments 1,379 139 1,518 Less: imputed interest (180) (3) (183) Present value of lease liabilities 1,199 136 1,335 Less: current portion (653) (136) (789) Lease liabilities, non-current $ 546 $ — $ 546

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The components of our income tax benefit consisted of the following (in thousands): Year Ended December 31, 2022 2021 Current: State $ (88) $ (153) Total current taxes (88) (153) Income tax expense $ (88) $ (153) Income tax expense for the year ended December 31, 2022 and 2021 was primarily related to state minimum taxes and gross receipts taxes. As of December 31, 2022, the Company had net federal operating loss carry forwards and state operating loss carry forwards of approximately $191 million and $147 million, respectively. The federal net operating loss carry forwards have an indefinite life, however, the state net operating loss carry forwards have already begun to expire. The expiration of these state net operating losses does not affect our deferred tax asset since it has already been reduced resulting from our Section 382 study. As of December 31, 2021, the Company completed an analysis of its ownership changes since formation in accordance with Section 382 of the Internal Revenue Code of 1986, as amended. As a result of the study, the Company expects federal and state NOLs of approximately $152 million and $64 million, respectively, to expire unutilized and the Company has reduced its gross deferred tax asset associated with the NOL carryforward, for the amount that has or is expected to expire unutilized, with an offsetting reduction to the valuation allowance. Due to such uncertainties surrounding the realization of the deferred tax assets, the Company maintains a valuation allowance of $56.2 million and $46.1 million against all of its deferred tax assets as of December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, the total change in valuation allowance was $10.1 million and $7.6 million, respectively. Realization of the deferred tax assets will be primarily dependent upon the Company's ability to generate sufficient taxable income. Net deferred tax assets and liabilities were as follows (in thousands): Year Ended December 31, 2022 2021 Net operating losses $ 46,301 $ 38,122 Stock-based compensation 1,877 3,046 Interest expense 5,770 5,009 Accrued liabilities and reserves 82 380 Fixed assets 46 (427) Lease liabilities (176) 479 Other temporary differences 2,010 195 Deferred commission (40) (150) Prepaid expenses 13 (299) Right-of-use assets 336 (207) Valuation allowance (56,219) (46,148) Net deferred tax asset $ — $ — The Company has provided a valuation allowance in full on its net deferred tax assets in accordance with ASC 740 - "Income Taxes" ("ASC 740"). Because of the Company's continued losses, management assessed the realizability of its net deferred tax assets as being less than the more-likely-than-not criteria set forth by ASC 740. Furthermore, certain portions of the Company's net operating loss carryforwards were acquired, and therefore subject to further limitation set forth under the federal tax code, which could further limit the Company's ability to realize its deferred tax assets. A reconciliation between the statutory federal income tax rate and the effective income tax rate for the years presented was as follows: Year Ended December 31, 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % Stock-based compensation (5.1) 0.6 Section 162(m) — (1.5) Change in federal valuation allowance (16.1) (18.6) Reduction in federal NOL carryforward DTA due to 382 study results — (0.8) Other — (1.1) Effective tax rate (0.2) % (0.4) % The Company has adopted guidance issued by the FASB that clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not and a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. Our policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest and penalties for the years ended December 31, 2022 and 2021, respectively. The Company files income tax returns with the Internal Revenue Service (“IRS”) and various states with nexus. For jurisdictions in which tax filings are prepared, the Company is no longer subject to income tax examinations by state tax authorities for tax years prior to 2018, and by the IRS for tax years prior to 2019. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized or expired and such tax years are closed. The Tax Cuts and Jobs Act ("TCJA") resulted in significant changes to the treatment of research and experimental ("R&E") expenditures under Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&E expenditures. In general, expenditures for U.S. based R&E activities must be amortized over 5 years and expenditures for foreign based R&E activities must be amortized over 15 years. The Company has recorded an estimated impact of the Section 174 and it will continue to monitor the impact of the new regulation.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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 Annual Report on Form 10-K, we are 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 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 was taken under submission, with no oral argument. Prior to any ruling being issued on the motion to dismiss, on March 29, 2023, lead plaintiff filed a Second Amended Complaint. The Second Amended Complaint (1) adds Jonathan Mayhew as a defendant; (2) expands the purported class period to August 5, 2020 through August 19, 2021; and (3) now includes allegations that the defendants additionally intentionally or recklessly made false and misleading statements and omissions regarding the Company’s relationship with its then-second largest customer, Cigna, in various press releases, SEC filings and conference calls with investors on May 6, 2021 and August 5, 2021. Pursuant to the Court’ scheduling order, the Company’s response to the Second Amended Complaint is due on or before May 15, 2023. 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 "Underwriters"). The plaintiff asserts three causes of action alleging that Ontrak violated § 11, § 12(a)(2), and § 15 of the Securities Act of 1933, respectively, (1) by failing to disclose facts required to be disclosed under SEC Regulation S-K items 105 and 303 – that Aetna had turned off the data feed of customer records to Ontrak citing dissatisfaction with the Company’s value proposition and billing practices and thereafter submitted a CAP to which Ontrak’s senior executives were unable to effectively respond; and (2) by issuing allegedly false or misleading statements in its Registration Statements and Prospectuses: (a) regarding Ontrak’s growing customer base; (b) regarding its ability to scale its operations; (c) that revenue from a limited number of its customers would continue; (d) that its services are provided to customers continuously; (e) that revenue increases were attributable to continued expansion of the Ontrak program; and (f) regarding the healthcare experience of its executives. The plaintiff seeks damages in an indeterminate amount. On July 7, 2022, the defendants filed demurrers to the complaint. On October 4, 2022, the Court issued its ruling, allowing the case to proceed but with a narrowed scope. Specifically, of the six alleged misleading statements, only two remain (that Ontrak had a growing “growing customer base” and that Ontrak’s revenue growth was attributed to “[t]he continued expansion of [its] Ontrak program with [its] existing health plan customers”). The Court sustained the Company’s demurrer to the second cause of action, for violation of Section 12 of the Securities Act of 1933, with leave to amend. The Company believes that the remaining allegations lack merit and intends to defend against the action vigorously. On November 18, 2022, plaintiff filed his Motion for Class Certification. On February 17, 2023, the Company filed its opposition and joined in the opposition of the Underwriters. Plaintiff’s reply is due April 17, 2023. The hearing on plaintiff’s Motion is set for June 16, 2023, at 10:30 a.m. The parties are now engaged in the early stages of discovery. On February 28, 2023, the parties filed a joint stipulation requesting that the Court set the following deadlines: (1) May 1, 2023, for the parties to submit a further case management schedule; (2) May 17, 2023, for a further case management conference; and (3) September 30, 2023, for substantial completion of document productions. The Court has yet to issue an order on the stipulation. Securities Investigation On November 15, 2022, the Company received a notification from the Securities and Exchange Commission, Division of Enforcement, that it is conducting an investigation captioned "In the Matter of Trading in the Securities of Ontrak, Inc. (HO-14340)" and issued a preservation letter as well as a subpoena for documents relating to the investigation. The notification indicates the investigation is a fact-finding inquiry for compliance with federal securities laws and should not be construed as an indication by the SEC that any violation of law has occurred, nor as a reflection upon any person, entity or security. The Company has been cooperating fully with the terms of the subpoena.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On February 16, 2023, the Company, the landlord and subtenant entered into a lease and sublease termination agreement for the Santa Monica, California office space with a termination date of February 28, 2023. The Company agreed to pay $0.1 million of early termination fee and monthly fixed rent for March and April 2023, and subtenant agreed to pay monthly fixed sublease payment for March and April 2023. On March 9, 2023, as part of the Company's continued cost saving measures and to reduce its operating costs and to help align with its previously stated strategic initiatives, our management implemented additional headcount reductions wherein approximately 19% of the Company's employee positions were eliminated. These headcount reductions are expected to result in a reduction of approximately $2.7 million of the Company's annual compensation costs. The Company estimates one-time costs of approximately $0.3 million of termination benefits to the impacted employees, including severance payments and benefits. The headcount reductions were completed by March 10, 2023. On February 20, 2023, a special meeting of stockholders was held during which the Company’s stockholders approved the issuance of shares of the Company's common stock, convertible notes and the shares of the Company's common stock issuable upon conversion thereof, and warrants to purchase shares of the Company's common stock and the shares of our common stock issuable upon exercise thereof, in each case, pursuant to the Keep Well Agreement. As a result, on February 22, 2023: • the Company issued 2,038,133 shares of its common stock to Acuitas; • warrants to purchase 1,775,148 shares of the Company’s common stock previously issued by the Company to Acuitas pursuant to the Keep Well Agreement through February 20, 2023 were exchanged for warrants to purchase 33,333,333 shares of the Company’s common stock; and • Keep Well Notes previously issued by the Company to Acuitas evidencing the $15.0 million in principal amount borrowed under the Keep Well Agreement through February 20, 2023 were exchanged for New Keep Well Notes. On each of January 5, 2023 and March 6, 2023, the Company borrowed and issued a New Keep Well Note for $4 million under the Keep Well Agreement and used the proceeds to fund its working capital needs. In connection with each such borrowing, the Company issued to Acuitas a warrant to purchase shares of the Company’s common stock – a warrant to purchase 473,373 shares of the Company's common stock and a warrant to purchase 8,888,889 shares of the Company's common stock in connection the January 5, 2023 and March 6, 2023 borrowing, respectively. Each warrant has a five year term and an exercise price equal to $0.45 per share. At the February 20, 2023 special meeting of stockholders, the Company’s stockholders also approved a proposal to give the Company’s board of directors the authority, at its discretion, to file a certificate of amendment to the Company’s amended and restated certificate of incorporation to effect a reverse split of the Company’s outstanding common stock at a ratio that is not less than 4:1 and not greater than 6:1, without reducing the authorized number of shares of the Company’s common stock, with the final ratio to be selected by the Company’s board of directors in its discretion, and to be effected, if at all, in the sole discretion of the Company’s board of directors at any time within one year of the date of the special meeting without further approval or authorization of our stockholders.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of PresentationThe accompanying consolidated financial statements include Ontrak, Inc., its wholly-owned subsidiaries and its variable interest entities (VIEs). The accompanying consolidated financial statements for Ontrak, Inc. have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and instructions to Form 10-K and Article 10 of Regulation S-X. All intercompany balances and transactions have been eliminated in consolidation. The Company operates as one segment.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgements and assumptions that affect the reported amounts in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates include expense accruals, accounts receivable allowances, accrued claims payable, the useful life of assets subject to depreciation and amortization, revenue recognition, the valuation of warrant liabilities and contingent consideration, and shared-based compensation. Due to the inherent uncertainty involved in making estimates, actual results could differ from those estimates.
Revenue Recognition and Deferred Revenue	Revenue Recognition The Company generates revenue from contracts with customers as it satisfies its performance obligations to customers and their members enrolled in our Ontrak program. The Ontrak program service is transferred to a customer when, or as, the customer obtains control of that service. A performance obligation may be satisfied over time or at a point in time. Revenue from a performance obligation satisfied over time is recognized by measuring progress in a manner that depicts the transfer of services to the customer. Revenue from a performance obligation satisfied at a point in time is recognized at the point in time that the Company determines the customer obtains control over the promised service. The amount of revenue recognized reflects the consideration the Company expects to be entitled to in exchange for those promised services ( i.e. , the “transaction price”). In determining the transaction price, the Company considers multiple factors, including identification of the performance obligation and the effects of variable consideration. Variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. In determining when to include variable consideration in the transaction price, the Company considers the range of possible outcomes, the predictive value of past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside the Company's influence, such as the judgment and actions of third parties. Deferred Revenue Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees billed or received in advance of the delivery or completion of the services when revenue recognition criteria have not been met. Deferred revenue is recognized as our performance obligation is satisfied over the length of the Ontrak program as our services are delivered.
Cost of Revenue	Cost of RevenueCost of revenue consists primarily of salaries related to care coaches, outreach specialists and other staff directly involved in member care, healthcare provider claims payments, and fees charged by third party administrators for processing these claims. Salaries and fees charged by third party administrators for processing claims are expensed when incurred and healthcare provider claims payments are recognized in the period in which an eligible member receives services.
Commissions	Commissions Commissions paid to our sales force and engagement specialists are deferred as these amounts are incremental costs of obtaining a contract with a customer and are recoverable from future revenue that gave rise to the commissions. Commissions for initial customer contracts and member enrollments are deferred on the consolidated balance sheets and amortized on a straight-line basis over estimated useful life, which has been determined to be six years and one year, respectively.
Research and Development Costs	Research and Development Costs Research and development costs primarily include personnel and related expenses, including third-party services, for software development and engineering, information technology infrastructure development. Research and development costs are expensed as incurred.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of three months or less from the
Property & Equipment	Property & Equipment Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets, as noted below. We capitalize computer software that meet both the definition of internal-use software and defined criteria for capitalization. See discussion below under "Capitalized Internal Use Software Costs" for more information. Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5
Capitalized Internal Use Software Costs	Capitalized Internal Use Software Costs Costs of computer software obtained or developed for internal use are accounted for in accordance with ASC 350, Intangibles— Goodwill and Other (“ASC 350”). Certain costs in the development of our internal use software are capitalized when the preliminary project stage is completed and it is probable that the project will be completed and performed as intended. These capitalized costs include personnel and related expenses for employees and costs of third-party consultants who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Costs incurred for significant upgrades and enhancements to the Company’s internal use software solutions are also capitalized. Costs incurred for training, maintenance and minor modifications or enhancements are expensed as incurred. Capitalized software development costs are amortized using the straight-line method over an estimated useful life of three years.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is carried at historical cost, not amortized, and subject to write-down, as needed, based upon an impairment analysis that we perform annually on October 1 or more frequently if an event occurs or change in circumstances indicates that the asset may be impaired. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices in active markets of the Company’s stock. The implied fair value of goodwill is compared to the carrying value of goodwill as of the testing date, and an impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value, if any. The Company conducted its annual goodwill impairment test as of October 1, 2022 and determined that no impairment of goodwill existed.
Recoverability of Long-Lived Assets	Recoverability of Long-Lived Assets The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. In the event the undiscounted future cash flow attributable to the asset is less than the carrying amount of the asset, an impairment loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Changes in estimates of future cash flows attributable to the long-lived assets could result in a write-down of the asset in a future period.
Leases	Leases ROU assets represent our right to use an underlying asset during the reasonably certain lease term and lease liabilities represent our obligation to make lease payments arising from the lease. We recognize ROU lease assets and lease liabilities at lease commencement on our consolidated balance sheet based on the present value of lease payments over the lease term using a discount rate determined based on our incremental borrowing rate since the rate implicit in each lease is not readily determinable. We elected the package of practical expedients, which permits us to not reassess (1) whether any expired or existing contracts are or contain leases, (2) the lease classification of any expired or existing leases, and (3) any initial direct costs for any existing leases as of the effective date. We elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component. We also elected the hindsight practical expedient, which allows us to use hindsight in determining the lease term. We do not record an ROU asset and corresponding lease liability for leases with an initial term of 12 months or less (“short-term leases”). The terms in our leases may include options to extend or terminate the lease when it is reasonably certain that we will exercise those options. Judgment is required in our assessment as to whether renewal or termination options are reasonably certain to be exercised and factors such as contractual terms compared to current market rates, the importance of the facility and location to the Company’s operations, among others, are considered. Lease payments are made in accordance with the lease terms and lease expense, including short-term lease expense, is recognized on a straight-line basis over the lease term.
Share-Based Compensation	Share-Based Compensation Stock Options and Restricted Stock Units – Employees and Directors Stock-based compensation for stock options and RSUs granted is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of RSU awards based on the closing stock price of our common shares on the date of grant. The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. Forfeitures are recognized as they occur. Stock Options and Warrants – Non-employees Stock-based compensation for stock options and warrants granted to non-employees is measured based on the grant-date fair value of the awards and recognized on a straight-line basis over the period during which the employee is required to perform services in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of employee stock options using the Black-Scholes option-pricing model. For options and warrants issued as compensation to non-employees for services that are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received. For unvested shares, the change in fair value during the period is recognized in expense using the graded vesting method.
Income Taxes	Income Taxes The Company accounts for income taxes using the liability method, under which deferred tax assets and liabilities are determined based on the future tax consequences attributable to differences between the financial reporting carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards and net operating loss carryforwards. Deferred tax assets and liabilities are measured using the enacted tax rates that are expected to be in effect when the differences are expected to reverse. To date, no current income tax liability has been recorded due to the Company's accumulated net losses. The Company assesses the likelihood that deferred tax assets will be recovered from future taxable income, and a valuation allowance is established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized. The Company's net deferred tax assets have been fully reserved by a valuation allowance.
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 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.
Warrant Liabilities	Warrant Liabilities The assumptions used in the Black-Scholes option-pricing model were determined as follows: December 31, 2022 Volatility 100.00 % Risk-free interest rate 4.22 % Weighted average expected life (in years) 3.79 Dividend yield 0 %
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 Agreement (“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 include its decision making, approval or are conducted for its benefit, as evidenced by the facts 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 is subordinate to payments of the 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 is the primary beneficiary required to consolidate the 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 Agreement 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 provide all required day-to-day business management services, including, but not limited to: • general administrative support services; • information systems; • recordkeeping; • billing and collection; • 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. The Company's management fee is subordinate to payment of the entities’ obligations. 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, as determined by CIH at its sole discretion.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments, which potentially subject us to a concentration of risk, include cash, restricted cash and accounts receivable. All of our customers are based in the United States at this time a nd we are not subject to exchange risk for accounts receivable. The Company maintains its cash in domestic financial institutions subject to insurance coverage issued by the Federal Deposit Insurance Corporation ("FDIC"). Under FDIC rules, the company is entitled to aggregate coverage as defined by the Federal regulation per account type per separate legal entity per financial institution. The Company has incurred no losses as a result of any credit risk exposures.
Recently Adopted Accounting Standards and Recently Issued Accounting 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 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 consolidated financial statements. In March 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"), which provides optional expedients and exceptions to accounting for contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, "Reference Rate Reform (Topic 848): Scope" which clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. ASU 2020-04 is effective for all entities beginning on March 12, 2020 and may be applied prospectively to contract modifications entered through December 31, 2022. ASU 2021-01 is effective beginning on January 7, 2021 and may be applied retrospectively or prospectively to contract modifications entered through December 31, 2022. The adoption of ASU 2020-04 and ASU 2021-01 as of the respective effective beginning dates did not have a material effect on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, "Simplifying the Accounting for Income Taxes" ("ASU 2019-12"), which enhances and simplifies various aspects of income tax accounting guidance. The guidance is effective for the Company in the first quarter of 2021, although early adoption is permitted. The adoption of ASU 2019-12 on January 1, 2021 did not have a material effect on our consolidated financial statements. Recently Issued Accounting Pronouncements In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU 2021-08"), which improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to recognition of an acquired contract liability, and payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The amendments in ASU 2021-08, however, do not affect the accounting for other assets or liabilities that may arise from revenue contracts with customers in accordance with Topic 606, such as refund liabilities, or in a business combination, such as customer-related intangible assets and contract-based intangible assets. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in ASU 2021-08 should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. In October 2020, the FASB issued ASU No. 2020-10, "Codification Improvements" ("ASU 2020-10"), which includes amendments to improve consistency of disclosures by ensuring that all guidance that require disclosures or provides an option for an entity to provide information in the notes to the financial statement is codified in the disclosure section of the codification. ASU 2020-10 is effective for public companies, other than smaller reporting companies, for fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-10 is effective for fiscal years beginning after December 15, 2021, and interim periods beginning after December 15, 2022. The Company is currently evaluating the impact of adoption of ASU 2020-10 on its consolidated financial statements and related footnote disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which requires recognition of an estimate of lifetime expected credit losses as an allowance. For companies eligible to be smaller reporting company as defined by the Securities and Exchange Commission (“SEC”), ASU 2016-13 is effective for annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact of adoption of ASU 2016-13 on its consolidated financial statements and related footnote disclosures.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of property and equipment	Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5 Property and equipment consisted of the following (in thousands): December 31, 2022 2021 Software $ 6,882 $ 4,051 Computers and equipment 466 456 ROU assets - finance lease 375 375 Leasehold improvements 17 17 Software development in progress — 1,514 Subtotal 7,740 6,413 Less: Accumulated depreciation and amortization (5,242) (2,628) Property and equipment, net $ 2,498 $ 3,785
Schedule of fair value measurements by level	The following tables summarize fair value measurements by level at December 31, 2022 and 2021, respectively, for assets and liabilities measured at fair value on a recurring basis (in thousands): Balance at December 31, 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) — — 43 43 Total liabilities $ — $ — $ 107 $ 107 Balance at 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 consolidated balance sheets as of December 31, 2022 and 2021. (2) Contingent consideration was included in "Other accrued liabilities" on our consolidated balance sheets as of December 31, 2022 and 2021. (3) Relates to Ticking Warrants issued as of December 31, 2022 in connection with the Eight Amendment executed on March 8, 2022, as discussed in Note 9 below, and included in "Other accrued liabilities" on our consolidated balance sheet as of December 31, 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, 2020 $ 485 Change in fair value 1,315 Settlement of contingent consideration (1,443) Balance as of December 31, 2021 357 Settlement of contingent consideration (293) Balance as of December 31, 2022 $ 64 Level III Balance as of December 31, 2021 $ — Warrants issued - Ticking Warrants 176 Gain on change in fair value of warrant liabilities (133) Balance as of December 31, 2022 $ 43
Schedule of warranty liability assumptions	The assumptions used in the Black-Scholes option-pricing model were determined as follows: December 31, 2022 Volatility 100.00 % Risk-free interest rate 4.22 % Weighted average expected life (in years) 3.79 Dividend yield 0 %
Schedule of VIEs	The Company's consolidated balance sheets included the following assets and liabilities from its VIEs (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 686 $ 1,356 Accounts receivable 381 — Unbilled accounts receivable 90 80 Prepaid and other current assets 116 48 Total assets $ 1,273 $ 1,484 Accounts payable $ — $ 10 Accrued liabilities 119 11 Deferred revenue 52 40 Payables to Ontrak 1,602 1,841 Total liabilities $ 1,773 $ 1,902

Restricted Cash (Tables)

Restricted Cash (Tables)	12 Months Ended
	Dec. 31, 2022
Cash and Cash Equivalents [Abstract]
Schedule of cash and cash equivalents	The following table provides a reconciliation of cash, cash equivalents and restricted cash total as presented in the consolidated statement of cash flows for the periods presented (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 5,032 $ 58,824 Restricted cash - current: Dividend payments on preferred stock (1) 4,477 6,716 Subtotal - Restricted cash - current 4,477 6,716 Restricted cash - long term: Letter of credit (2) 204 306 Cash required per note agreement (3) — 100 Subtotal - Restricted cash - long term 204 406 Cash, cash equivalents and restricted cash $ 9,713 $ 65,946 ____________ (1) Represents the amount remaining in an account funded with a portion of the proceeds from the sale of the Series A Preferred Stock for the payment of dividends thereon until August 2022. The use of such funds for the payment of such dividends is subject to compliance with applicable laws. Also, the Company’s board of directors may determine that the use of such funds for other corporate purposes is required pursuant to the exercise of their fiduciary duties to the Company’s common stockholders. (2) LOC required as part of our Santa Monica, CA office lease. (3) 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)	12 Months Ended
	Dec. 31, 2022
Receivables [Abstract]
Schedule of concentration of risk	The following table is a summary of concentration of credit risk by customer revenue as a percentage of our total revenue: Year Ended December 31, Percentage of Revenue 2022 2021 Customer A 47.1 % 12.4 % Customer B 31.6 5.2 Customer C 13.4 5.0 Customer D — 44.3 Customer E 1.3 28.8 Remaining Customers 6.6 4.3 Total 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: At December 31, Percentage of Accounts Receivable 2022 2021 Customer B 39.1 % — % Customer A 35.7 — Customer E 20.3 94.0 Remaining customers 4.9 6.0 Total 100.0 % 100.0 %

Property and Equipment (Tables)

Property and Equipment (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Estimated Useful Lives (years) Software 3 Computers and equipment 3 - 7 Right of use assets - finance leases 3 Leasehold improvements 5 Property and equipment consisted of the following (in thousands): December 31, 2022 2021 Software $ 6,882 $ 4,051 Computers and equipment 466 456 ROU assets - finance lease 375 375 Leasehold improvements 17 17 Software development in progress — 1,514 Subtotal 7,740 6,413 Less: Accumulated depreciation and amortization (5,242) (2,628) Property and equipment, net $ 2,498 $ 3,785

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 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 $ (2,528) $ 972 $ 3,500 $ (1,361) $ 2,139 Customer relationships 5 270 (117) 153 270 (63) 207 Total $ 3,770 $ (2,645) $ 1,125 $ 3,770 $ (1,424) $ 2,346
Schedule of intangible assets' estimated future amortization expense	At December 31, 2022, estimated amortization expense for intangible assets for each of the next three years was as follows (in thousands): 2023 $ 1,026 2024 54 2025 45 Total $ 1,125

Common Stock and Preferred St_2

Common Stock and Preferred Stock (Tables)	12 Months Ended
	Dec. 31, 2022
Earnings Per Share [Abstract]
Schedule of basic and diluted net loss per share	Basic and diluted net loss per common share were as follows (in thousands, except per share amounts): Year Ended December 31, 2022 2021 Net loss $ (51,573) $ (37,144) Dividends on preferred stock - declared and undeclared (8,954) (8,954) Net loss attributable to common stockholders $ (60,527) $ (46,098) Weighted-average shares of common stock outstanding 23,265 18,656 Net loss per common share - basic and diluted $ (2.60) $ (2.47)
Schedule of shares excluded from calculation of diluted earnings per share	The following common equivalent shares issuable upon the exercise of stock options and warrants have been excluded from the calculation of diluted earnings per common share as their effect was anti-dilutive: December 31, 2022 2021 Warrants to purchase common stock 1,576,256 35,832 Options to purchase common stock 4,895,222 3,618,145 Total shares excluded from net loss per share 6,471,478 3,653,977

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Schedule of carrying amounts of debt	The net carrying amounts of the liability components consisted of the following (in thousands): December 31, 2022 2021 Principal $ 11,553 $ 39,194 Less: debt discount (1,488) (3,402) Net carrying amount $ 10,065 $ 35,792
Schedule of interest expense recognized	December 31, 2022 2021 Contractual interest expense $ 2,817 $ 7,052 Accretion of debt discount 1,075 880 Total $ 3,892 $ 7,932

Stock Based Compensation (Table

Stock Based Compensation (Tables)	12 Months Ended
	Dec. 31, 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 determined as follows: Year Ended December 31, 2022 2021 Volatility 88.00% - 101.00% 79.00% - 88.00% Risk-free interest rate 1.04% - 3.92% 0.19% - 1.24% Expected life (in years) 2.67- 4.66 2.75 - 6.08 Dividend yield 0 % 0 %
Schedule of stock option activity	A summary of stock option activity for employee and director grants was as follows: Number of Weighted- Outstanding at December 31, 2021 3,618,145 $ 7.51 Granted 2,649,946 1.35 Forfeited (1,372,569) 9.14 Outstanding at December 31, 2022 4,895,522 3.54 Options vested and exercisable at December 31, 2022 910,743 $ 7.13
Schedule of restricted stock units activity	The following table summarizes our RSU award activity during the year ended December 31, 2022 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 Vested and distributed (38,750) 18.33 Forfeited (28,875) 28.31 Non-vested at December 31, 2022 1,449,526 2.15
Schedule of warrant issued to non-employees	Number of Warrants Weighted Average Outstanding as of December 31, 2021 35,832 $ 16.75 Granted 1,540,424 1.43 Outstanding as of December 31, 2022 1,576,256 1.78 Warrants exercisable as of December 31, 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)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
Schedule of quantitative information for operating leases	Quantitative information for our leases was as follows (in thousands): December 31, Consolidated Balance Sheets Balance Sheet Classification 2022 2021 Assets Operating lease assets "Operating lease right-of-use-assets" $ 632 $ 656 Finance lease assets "Property and equipment, net" 66 186 Total lease assets $ 698 $ 842 Liabilities Current Operating lease liabilities "Current portion of operating lease liabilities" $ 653 $ 595 Finance lease liabilities "Other accrued liabilities" 136 282 Non-current Operating lease liabilities "Long-term operating lease liabilities" 546 932 Finance lease liabilities "Long-term finance lease liabilities" — 136 Total lease liabilities $ 1,335 $ 1,945 Year Ended December 31, Consolidated Statements of Operations 2022 2021 Operating lease expense $ 448 $ 722 Short-term lease rent expense 7 66 Variable lease expense 31 43 Operating sublease income (225) — Total rent expense, net $ 261 $ 831 Finance lease expense: Amortization of leased assets $ 120 $ 305 Interest on lease liabilities 19 42 Total $ 139 $ 347 Year Ended December 31, Consolidated Statements of Cash Flows 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating lease $ 757 $ 649 Financing cash flows from finance leases 282 325 Other Cash received for operating sublease $ 257 $ — December 31, Other Information 2022 2021 Weighted-average remaining lease term (years) Operating lease 2.5 2.3 Financing leases 0.7 1.5 Weighted-average discount rate (%) Operating lease 12.56 % 10.73 % Finance leases 12.92 % 11.46 %
Schedule of maturities of the operating lease liabilities	The following table sets forth maturities of our lease liabilities (in thousands): At December 31, 2022 Operating Leases Financing Leases Total 2023 $ 760 $ 139 $ 899 2024 420 — 420 2025 90 — 90 2026 93 — 93 2027 16 — 16 Total lease payments 1,379 139 1,518 Less: imputed interest (180) (3) (183) Present value of lease liabilities 1,199 136 1,335 Less: current portion (653) (136) (789) Lease liabilities, non-current $ 546 $ — $ 546

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Income Tax Benefit	The components of our income tax benefit consisted of the following (in thousands): Year Ended December 31, 2022 2021 Current: State $ (88) $ (153) Total current taxes (88) (153) Income tax expense $ (88) $ (153)
Schedule net deferred tax assets and liabilities	Net deferred tax assets and liabilities were as follows (in thousands): Year Ended December 31, 2022 2021 Net operating losses $ 46,301 $ 38,122 Stock-based compensation 1,877 3,046 Interest expense 5,770 5,009 Accrued liabilities and reserves 82 380 Fixed assets 46 (427) Lease liabilities (176) 479 Other temporary differences 2,010 195 Deferred commission (40) (150) Prepaid expenses 13 (299) Right-of-use assets 336 (207) Valuation allowance (56,219) (46,148) Net deferred tax asset $ — $ —
Schedule of reconciliation between the statutory federal income tax rate and the effective income tax rate	A reconciliation between the statutory federal income tax rate and the effective income tax rate for the years presented was as follows: Year Ended December 31, 2022 2021 Tax at federal statutory rate 21.0 % 21.0 % Stock-based compensation (5.1) 0.6 Section 162(m) — (1.5) Change in federal valuation allowance (16.1) (18.6) Reduction in federal NOL carryforward DTA due to 382 study results — (0.8) Other — (1.1) Effective tax rate (0.2) % (0.4) %

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended	12 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) reportingUnit segment shares	Dec. 31, 2021 USD ($)	Mar. 06, 2023 USD ($)	Dec. 30, 2022 USD ($)	Nov. 19, 2022 USD ($)	Nov. 30, 2021 USD ($)	Oct. 28, 2021 USD ($)	Dec. 31, 2020 USD ($)
Significant Accounting Policies [Line Items]
Number of operating segments | segment		1
Cash and restricted cash	$ 65,946,000	$ 9,713,000	$ 65,946,000						$ 103,210,000
Working capital		4,800,000
Cash burn rate		2,000,000
Amortization of deferred commission costs		$ 700,000	3,600,000
Software useful life		3 years
Number of reporting units | reportingUnit		1
Goodwill impairment loss		$ 0
Operating lease impairment loss	900,000
Gain (loss) related to change in fair value of contingent consideration			(1,300,000)
Common stock issued to settle contingent liability		293,000	1,443,000
Change in fair value of warrants		133,000	0
LifeDojo Inc.
Significant Accounting Policies [Line Items]
Contingent consideration	$ 400,000	$ 100,000	$ 400,000				$ 1,800,000	$ 1,800,000
Contingent consideration (in shares) | shares		7,428
Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity
Significant Accounting Policies [Line Items]
Available borrowing capacity		$ 14,000,000			$ 14,000,000	$ 10,700,000
Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity | Subsequent event
Significant Accounting Policies [Line Items]
Available borrowing capacity				$ 4,000,000
Initial Contracts
Significant Accounting Policies [Line Items]
Capitalized costs amortization period		6 years
Member Enrollments
Significant Accounting Policies [Line Items]
Capitalized costs amortization period		1 year
TIH
Significant Accounting Policies [Line Items]
Capitalized costs amortization period		5 years
CIH
Significant Accounting Policies [Line Items]
Capitalized costs amortization period		5 years
Minimum | TIH
Significant Accounting Policies [Line Items]
Foregoing costs, percent		10%
Maximum | TIH
Significant Accounting Policies [Line Items]
Foregoing costs, percent		15%

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Useful Life of Property & Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Software
Property, Plant and Equipment [Line Items]
Property & equipment, useful life	3 years
Computers and equipment | Minimum
Property, Plant and Equipment [Line Items]
Property & equipment, useful life	3 years
Computers and equipment | Maximum
Property, Plant and Equipment [Line Items]
Property & equipment, useful life	7 years
Right of use assets - finance leases
Property, Plant and Equipment [Line Items]
Property & equipment, useful life	3 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property & equipment, useful life	5 years

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Fair Value, Assets and Liabilities Measured on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 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	43
Total liabilities	107	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	43
Total liabilities	107	357
Level III | Letter of credit
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Letter of credit	$ 0	$ 0

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Fair Value Measurements Using Significant Level III Inputs (Details) - Level III - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 357	$ 485
Change in fair value		1,315
Settlement of contingent consideration	(293)	(1,443)
Ending balance	64	357
Warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	0
Warrants issued - Ticking Warrants	176
Change in fair value	(133)
Ending balance	$ 43	$ 0

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - Fair Value Assumptions, Warrant Liabilities (Details)	Dec. 31, 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	0.0422
Weighted average expected life (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability assumptions	3.79
Dividend yield
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability assumptions	0

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Summary of VIE Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 5,032	$ 58,824
Prepaid expenses and other current assets	3,168	5,019
Total assets	25,757	93,682
Accounts payable	1,927	1,001
Deferred revenue	326	441
Total liabilities	20,080	48,127
VIE, Primary beneficiary
Variable Interest Entity [Line Items]
Cash and cash equivalents	686	1,356
Accounts receivable	381	0
Unbilled accounts receivable	90	80
Prepaid expenses and other current assets	116	48
Total assets	1,273	1,484
Accounts payable	0	10
Accrued liabilities	119	11
Deferred revenue	52	40
Payables to Ontrak	1,602	1,841
Total liabilities	$ 1,773	$ 1,902

Restricted Cash (Details)

Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted Cash and Cash Equivalents Items [Line Items]
Cash and cash equivalents	$ 5,032	$ 58,824
Restricted cash - current	4,477	6,716
Restricted cash - long-term	204	406
Cash, cash equivalents and restricted cash	9,713	65,946	$ 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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenue
Concentration Risk [Line Items]
Concentration risk percentage	100%	100%
Revenue | Customer A
Concentration Risk [Line Items]
Concentration risk percentage	47.10%	12.40%
Revenue | Customer B
Concentration Risk [Line Items]
Concentration risk percentage	31.60%	5.20%
Revenue | Customer C
Concentration Risk [Line Items]
Concentration risk percentage	13.40%	5%
Revenue | Customer D
Concentration Risk [Line Items]
Concentration risk percentage	0%	44.30%
Revenue | Customer E
Concentration Risk [Line Items]
Concentration risk percentage	1.30%	28.80%
Revenue | Remaining customers
Concentration Risk [Line Items]
Concentration risk percentage	6.60%	4.30%
Accounts Receivable
Concentration Risk [Line Items]
Concentration risk percentage	100%	100%
Accounts Receivable | Customer A
Concentration Risk [Line Items]
Concentration risk percentage	35.70%	0%
Accounts Receivable | Customer B
Concentration Risk [Line Items]
Concentration risk percentage	39.10%	0%
Accounts Receivable | Customer E
Concentration Risk [Line Items]
Concentration risk percentage	20.30%	94%
Accounts Receivable | Remaining customers
Concentration Risk [Line Items]
Concentration risk percentage	4.90%	6%

Accounts Receivable and Reven_4

Accounts Receivable and Revenue Concentration - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Bad debt expense	$ 0	$ 0
Workforce reduction plan 2021 | Termination benefits
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 0	$ 400,000

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 7,740	$ 6,413
Less: Accumulated depreciation and amortization	(5,242)	(2,628)
Property and equipment, net	2,498	3,785
Software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	6,882	4,051
Computers and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	466	456
Right of use assets - finance leases
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	$ 0	$ 1,514

Property and Equipment - Narrat

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization		$ 2.6	$ 1.4
Asset impairment charges	$ 1.8
Capitalized internal use software costs		1.3	4.5
Amortization expense related to capitalized internal use software costs		$ 2.4	$ 0.9

Restructuring, Severance and _2

Restructuring, Severance and Related Costs (Details) - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring, severance and related costs			$ 934,000	$ 8,952,000
Operating lease impairment loss		$ 900,000
Workforce reduction plan 2021
Restructuring Cost and Reserve [Line Items]
Restructuring, severance and related costs				9,000,000
Operating lease impairment loss				900,000
Termination benefits | Workforce reduction plan 2022
Restructuring Cost and Reserve [Line Items]
Positions eliminated	34%
Restructuring costs			900,000
Restructuring costs paid			800,000
Restructuring costs incurred to date			900,000
Restructuring reserve			100,000
Termination benefits | Workforce reduction plan 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs				2,700,000
Restructuring costs paid				2,300,000
Restructuring reserve		$ 400,000	$ 0	400,000
Technology strategy | Workforce reduction plan 2021
Restructuring Cost and Reserve [Line Items]
Restructuring costs				$ 5,400,000

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 5,713	$ 5,713
Amortization of intangible assets	$ 1,200	$ 1,200

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Value	$ 3,770	$ 3,770
Accumulated Amortization	(2,645)	(1,424)
Total	$ 1,125	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	(2,528)	(1,361)
Total	$ 972	2,139
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Estimated Useful Life (years)	5 years
Gross Value	$ 270	270
Accumulated Amortization	(117)	(63)
Total	$ 153	$ 207

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Intangible Assets' Estimated Future Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2023	$ 1,026
2024	54
2025	45
Total	$ 1,125	$ 2,346

Common Stock and Preferred St_3

Common Stock and Preferred Stock - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (51,573)	$ (37,144)
Dividends on preferred stock - declared and undeclared	(8,954)	(8,954)
Net loss attributable to common stockholders	(60,527)	(46,098)
Net loss attributable to common stockholders	$ (60,527)	$ (46,098)
Weighted-average common shares outstanding, basic (in shares)	23,265	18,656
Weighted-average common shares outstanding, diluted (in shares)	23,265	18,656
Net loss per common share, basic (in dollars per share)	$ (2.60)	$ (2.47)
Net loss per common share, diluted (in dollars per share)	$ (2.60)	$ (2.47)

Common Stock and Preferred St_4

Common Stock and Preferred Stock - Antidilutive shares (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	6,471,478	3,653,977
Warrants to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	1,576,256	35,832
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares excluded from net loss per share (in shares)	4,895,222	3,618,145

Common Stock and Preferred St_5

Common Stock and Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended	2 Months Ended	12 Months Ended
	Sep. 02, 2022	Aug. 04, 2022	Nov. 30, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Oct. 28, 2021
Class of Stock [Line Items]
Sale of stock, number of shares issued	739,645	5,000,000
Sale of stock, price (in dollars per share)		$ 0.80
Sale of stock, consideration		$ 3,300
Stock issuance costs		$ 700			$ 706	$ 271
LifeDojo Inc.
Class of Stock [Line Items]
Common stock issued relating to settlement of contingent consideration (in shares)			164,898
Contingent consideration			$ 1,800	$ 400	$ 100	$ 400		$ 1,800
Common Stock | At the Market Program
Class of Stock [Line Items]
Sale of stock, number of shares issued				1,324,185
Sale of stock, consideration				$ 10,800
Maximum offering price			$ 70,000
Sale of stock, consideration, gross				$ 11,100
Series A Cumulative Perpetual Preferred Stock
Class of Stock [Line Items]
Stock issued, net (in shares)							3,770,265
Preferred stock, dividend rate					9.50%		9.50%
Preferred stock, liquidation preference (in dollars per share)					$ 25
Preferred Stock, liquidation preference, per annum (in dollars per share)					2.375
Preferred stock, dividend rate (in dollars per share)					$ 0.593750
Preferred stock, undeclared dividends					$ 7,500
Preferred stock, redemption price (in dollars per share)							$ 25

Debt - Narrative (Details)

Debt - Narrative (Details)

1 Months Ended

4 Months Ended

6 Months Ended

10 Months Ended

12 Months Ended

Feb. 22, 2023 shares

Feb. 20, 2023 $ / shares shares

Dec. 30, 2022 USD ($)

Sep. 02, 2022 $ / shares shares

Aug. 04, 2022 shares

Jul. 15, 2022 USD ($)

Apr. 15, 2022 USD ($) day $ / shares

Mar. 31, 2022 USD ($) day $ / shares

Mar. 08, 2022 USD ($) shares

Sep. 24, 2019 USD ($)

Sep. 30, 2022 shares

Jul. 31, 2022 USD ($)

Nov. 30, 2021 USD ($) installment

May 31, 2021 USD ($)

Aug. 31, 2020 USD ($)

Nov. 30, 2022 USD ($) installment

Jun. 30, 2022 USD ($)

Feb. 20, 2023 USD ($) $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Dec. 31, 2021 USD ($)

Sep. 30, 2023 USD ($)

Jun. 30, 2023 USD ($)

Mar. 06, 2023 USD ($) $ / shares shares

Feb. 28, 2023 $ / shares

Feb. 21, 2023 director

Jan. 05, 2023 USD ($) $ / shares shares

Nov. 19, 2022 USD ($)

Debt Instrument [Line Items]

Repayments of debt

$ 39,194,000

$ 10,807,000

Write-off of debt issuance costs

3,334,000

0

Interest expense

3,892,000

7,932,000

Proceeds from Keep Well Notes

11,000,000

0

Sale of stock, number of shares issued | shares

739,645

5,000,000

Senior notes

Debt Instrument [Line Items]

Accrued paid-in-kind interest

$ 600,000

Effective weighted average interest rate

19.12%

Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity

Debt Instrument [Line Items]

Proceeds from issuance of debt

$ 11,000,000

Proceeds from Keep Well Notes

$ 5,000,000

Exercise price of warrants (in dollars per share) | $ / shares

$ 1.69

$ 1.69

Related party debt, available amount

$ 25,000,000

Warrant coverage, covenant, percentage of amount borrowed

20%

Funding request, trading days | day

30

Related party, number of commitment shares | shares

739,645

739,645

Available borrowing capacity

$ 14,000,000

$ 14,000,000

$ 10,700,000

Covenant, recurring revenue minimum

$ 11,000,000

$ 15,000,000

Term of warrants

5 years

5 years

5 years

Shares issued for warrants, amount converted, multiplier

100%

Warrants (in shares) | shares

1,301,775

1,301,775

Percent of total common stock outstanding, maximum

90%

Share issuance, threshold period from funding date

180 days

Covenant, liquidity minimum

$ 5,000,000

Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity | Subsequent event

Debt Instrument [Line Items]

Proceeds from issuance of debt

$ 15,000,000

Exercise price of warrants (in dollars per share) | $ / shares

$ 0.15

$ 0.15

$ 0.45

$ 0.45

Warrant coverage, covenant, percentage of amount borrowed

100%

100%

Available borrowing capacity

$ 4,000,000

Term of warrants

5 years

5 years

Potential exercise price (in dollars per share) | $ / shares

$ 0.45

$ 0.45

Warrants (in shares) | shares

1,775,148

1,775,148

8,888,889

473,373

Potential warrants (in shares) | shares

33,333,333

33,333,333

Additional warrants (in shares) | shares

31,558,185

31,558,185

Warrant exercise price, volume-weighted average price threshold, trading days

5 days

Sale of stock, number of shares issued | shares

2,038,133

Percent of capital stock, threshold

50%

Minimum number of independent directors | director

3

Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity | Subsequent event | Forecast

Debt Instrument [Line Items]

Available borrowing capacity

$ 2,000,000

$ 4,000,000

$ 4,000,000

Special Situations Investing Group II, LLC | Amendment warrants

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

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

Minimum | Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity

Debt Instrument [Line Items]

Exercise price of warrants (in dollars per share) | $ / shares

$ 1.69

Minimum | Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity | Subsequent event

Debt Instrument [Line Items]

Conversion price (in dollars per share) | $ / shares

$ 0.40

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 expense

100,000

Cash

$ 2,600,000

Insurance Premium Financing, 2021

Debt Instrument [Line Items]

Principal amount of notes

$ 3,100,000

Weighted average interest rate (in percentage)

2%

Repayment of debt, number of installments | installment

10

Repayments of debt

$ 600,000

Short-term debt outstanding

$ 2,000,000

$ 2,300,000

Paycheck Protection Program, CARES Act

Debt Instrument [Line Items]

Debt forgiven

$ 200,000

Gain on forgiveness of PPP loan

$ 200,000

Insurance Premium Financing

Debt Instrument [Line Items]

Principal amount of notes

$ 2,500,000

Weighted average interest rate (in percentage)

5.90%

Repayments of debt

$ 200,000

Insurance Premium Financing | Maximum

Debt Instrument [Line Items]

Repayment of debt, number of installments | installment

11

Insurance Premium Financing | Minimum

Debt Instrument [Line Items]

Repayment of debt, number of installments | installment

10

Debt - Net Carrying Amounts (De

Debt - Net Carrying Amounts (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Principal	$ 11,553	$ 39,194
Less: debt discount	(1,488)	(3,402)
Net carrying amount	$ 10,065	$ 35,792

Debt - Interest Expense (Detail

Debt - Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Contractual interest expense	$ 2,817	$ 7,052
Accretion of debt discount	1,075	880
Total	$ 3,892	$ 7,932

Stock Based Compensation - Narr

Stock Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended		12 Months Ended
	Aug. 31, 2018	Dec. 31, 2017	Dec. 31, 2022	Dec. 31, 2021	Dec. 30, 2022	Sep. 02, 2022	Apr. 15, 2022	Mar. 31, 2022	Mar. 08, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense			$ 7.5	$ 11.9
Special Situations Investing Group II, LLC | Amendment warrants
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
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	5 years
Exercise price of warrants (in dollars per share)			$ 1.69			$ 1.69
Market Based Options | Fully Vested On January 1, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options issued (in shares)	397,693	642,307
Employees and directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options issued (in shares)			2,649,946
Employees and directors | Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs			$ 4
Unrecognized compensation costs, recognition period			2 years 21 days
Employees | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs			$ 2.6
Unrecognized compensation costs, recognition period			2 years 8 months 1 day
Minimum | Acuitas Capital, LLC | Keep Well Agreement | Affiliated entity
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price of warrants (in dollars per share)							$ 1.69
2017 and 2010 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)			9,359,397
Expiration period			10 years
RSUs and options outstanding (in shares)			6,345,048
Shares reserved for future award (in shares)			1,610,731
2017 and 2010 Stock Incentive Plan | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
2017 and 2010 Stock Incentive Plan | Minimum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			3 years
2017 and 2010 Stock Incentive Plan | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
2017 and 2010 Stock Incentive Plan | Maximum | Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			5 years

Stock Based Compensation - Assu

Stock Based Compensation - Assumptions Used in the Black-Scholes Option Pricing Model (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate, minimum	1.04%	0.19%
Risk free interest rate, maximum	3.92%	1.24%
Dividend yield	0%	0%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	88%	79%
Expected life (in years)	2 years 8 months 1 day	2 years 9 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volatility	101%	88%
Expected life (in years)	4 years 7 months 28 days	6 years 29 days

Stock Based Compensation - Empl

Stock Based Compensation - Employee and Director Stock Option Activity (Details) - Employees and directors	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Shares
Beginning balance (in shares) | shares	3,618,145
Stock options granted (in shares) | shares	2,649,946
Stock options forfeited (in shares) | shares	(1,372,569)
Ending balance (in shares) | shares	4,895,522
Vested (in shares) | shares	910,743
Exercisable (in shares) | shares	910,743
Weighted- Average Exercise Price
Beginning balance (in dollars per share) | $ / shares	$ 7.51
Stock options granted (in dollars per share) | $ / shares	1.35
Stock options forfeited (in dollars per share) | $ / shares	9.14
Ending balance (in dollars per share) | $ / shares	3.54
Vested (in dollars per share) | $ / shares	7.13
Exercisable (in dollars per share) | $ / shares	$ 7.13

Stock Based Compensation - Rest

Stock Based Compensation - Restricted Stock Units Activity (Details) - Employees - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Restricted Stock Units
Restricted stock units, non-vested beginning balance (in shares) | shares	111,874
Restricted stock units, granted (in shares) | shares	1,405,277
Restricted stock units, vested and distributed (in shares) | shares	(38,750)
Restricted stock units, forfeited (in shares) | shares	(28,875)
Restricted stock units, non-vested ending balance (in shares) | shares	1,449,526
Weighted- Average Grant Date Fair Value
Weighted-average grant date fair value, non-vested, beginning balance (in dollars per share) | $ / shares	$ 33.27
Weighted-average grant date far value, granted (in dollars per share) | $ / shares	0.66
Weighted-average grant date far value, vested and distributed (in dollars per share) | $ / shares	18.33
Weighted-average grant date far value, forfeited (in dollars per share) | $ / shares	28.31
Weighted-average grant date fair value, non-vested, ending balance (in dollars per share) | $ / shares	$ 2.15

Stock-Based Compensation - Warr

Stock-Based Compensation - Warrants Granted to Non-employees for Services Outstanding (Details) - Nonemployees	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Warrants
Warrants outstanding, beginning balance (in shares) | shares	35,832
Warrants granted (in shares) | shares	1,540,424
Warrants outstanding, ending balance (in shares) | shares	1,576,256
Exercisable (in shares) | shares	1,576,256
Weighted Average Exercise Price
Warrants outstanding, exercise price, beginning balance (in dollars per share) | $ / shares	$ 16.75
granted (in dollars per share) | $ / shares	1.43
Warrants outstanding, exercise price, 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 - $ / shares	1 Months Ended
	Aug. 31, 2018	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common Stock, share price (in dollars per share)	$ 15	$ 15
Fully Vested On January 1, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted (in shares)	397,693	642,307
Stock options granted (in dollars per share)	$ 7.50	$ 7.50

Leases - Narrative (Details)

Leases - Narrative (Details) $ in Millions	3 Months Ended
	Dec. 31, 2021 USD ($)	Dec. 31, 2022	Mar. 24, 2022 ft²
Lessee, Lease, Description [Line Items]
Area of real estate property (in sq. ft) | ft²			13,166
Finance lease, term		36 months
Operating lease impairment loss | $	$ 0.9
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, term			26 months
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, term			60 months

Leases - Condensed Consolidated

Leases - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease right-of-use assets	$ 632	$ 656
Finance lease assets	66	186
Total lease assets	698	842
Current operating lease liabilities	653	595
Current finance lease liabilities	136	282
Non-current operating lease liabilities	546	932
Non-current finance lease liabilities	0	136
Total lease liabilities	$ 1,335	$ 1,945
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property and equipment, net	Property and equipment, net
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	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating lease expense	$ 448	$ 722
Short-term lease rent expense	7	66
Variable lease expense	31	43
Operating sublease income	(225)	0
Total rent expense, net	261	831
Amortization of leased assets	120	305
Interest on lease liabilities	19	42
Total	$ 139	$ 347

Leases - Condensed Consolidat_3

Leases - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Operating cash flows from operating lease	$ 757	$ 649
Financing cash flows from finance leases	282	325
Cash received for operating sublease	$ 257	$ 0

Leases - Other Information (Det

Leases - Other Information (Details)	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Weighted-average remaining lease term, operating lease	2 years 6 months	2 years 3 months 18 days
Weighted-average remaining lease term, finance lease	8 months 12 days	1 year 6 months
Weighted-average discount rate, operating lease	12.56%	10.73%
Weighted-average discount rate, finance lease	12.92%	11.46%

Leases - Maturities of Operatin

Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Operating Leases
2023	$ 760
2024	420
2025	90
2026	93
2027	16
Total lease payments	1,379
Less: imputed interest	(180)
Present value of lease liabilities	1,199
Less: current portion	(653)	$ (595)
Lease liabilities, non-current	546	932
Financing Leases
2023	139
2024	0
2025	0
2026	0
2027	0
Total lease payments	139
Less: imputed interest	(3)
Present value of lease liabilities	136
Less: current portion	(136)	(282)
Long-term finance lease liabilities	0	136
Total
2023	899
2024	420
2025	90
2026	93
2027	16
Total lease payments	1,518
Less: imputed interest	(183)
Total lease liabilities	1,335	$ 1,945
Less: current portion	(789)
Lease liabilities, non-current	$ 546

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Benefit (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Current:
State	$ (88)	$ (153)
Total current taxes	(88)	(153)
Income tax expense	$ (88)	$ (153)

Income Taxes - Narrative (Detai

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Line Items]
Valuation allowance	$ 56,219,000	$ 46,148,000
Increase (decrease) in valuation allowance	10,100,000	7,600,000
Interest and penalties	0	0
Domestic Tax Authority
Income Taxes [Line Items]
Operating loss carryforwards	191,000,000
Net operating losses to expire unutilized		152,000,000
State and Local Jurisdiction
Income Taxes [Line Items]
Operating loss carryforwards	$ 147,000,000
Net operating losses to expire unutilized		$ 64,000,000

Income Taxes - Primary Componen

Income Taxes - Primary Components of Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating losses	$ 46,301	$ 38,122
Stock-based compensation	1,877	3,046
Interest expense	5,770	5,009
Accrued liabilities and reserves	82	380
Fixed assets	46
Fixed assets		(427)
Leasing arrangement, DTL	(176)	(207)
Leasing arrangement, DTA	336	479
Other temporary differences	2,010	195
Deferred commission	(40)	(150)
Prepaid expenses	13
Prepaid expenses		(299)
Valuation allowance	(56,219)	(46,148)
Net deferred tax asset	$ 0	$ 0

Income Taxes - Reconciliation B

Income Taxes - Reconciliation Between the Statutory Federal Income Tax Rate and the Effective Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	21%	21%
Stock-based compensation	(5.10%)	0.60%
Section 162(m)	0	(0.015)
Change in federal valuation allowance	(16.10%)	(18.60%)
Reduction in federal NOL carryforward DTA due to 382 study results	0%	(0.80%)
Other	0%	(1.10%)
Effective tax rate	(0.20%)	(0.40%)

Commitments and Contingencies (

Commitments and Contingencies (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2020
Series A Cumulative Perpetual Preferred Stock
Class of Stock [Line Items]
Preferred stock, dividend rate	9.50%	9.50%

Subsequent Events (Details)

Subsequent Events (Details) $ / shares in Units, $ in Millions

10 Months Ended

12 Months Ended

Mar. 09, 2023 USD ($)

Feb. 22, 2023 shares

Feb. 20, 2023 $ / shares shares

Feb. 16, 2023 USD ($)

Sep. 02, 2022 $ / shares shares

Aug. 04, 2022 shares

Feb. 20, 2023 USD ($) $ / shares shares

Dec. 31, 2022 USD ($) $ / shares shares

Mar. 06, 2023 $ / shares shares

Jan. 05, 2023 $ / shares shares

Dec. 30, 2022

Apr. 15, 2022 $ / shares

Subsequent Event [Line Items]

Sale of stock, number of shares issued | shares

739,645

5,000,000

Affiliated entity | Keep Well Agreement | Acuitas Capital, LLC

Subsequent Event [Line Items]

Warrants (in shares) | shares

1,301,775

1,301,775

Proceeds from issuance of debt | $

$ 11

Term of warrants

5 years

5 years

5 years

Exercise price of warrants (in dollars per share) | $ / shares

$ 1.69

$ 1.69

Affiliated entity | Keep Well Agreement | Minimum | Acuitas Capital, LLC

Subsequent Event [Line Items]

Exercise price of warrants (in dollars per share) | $ / shares

$ 1.69

Subsequent event

Subsequent Event [Line Items]

Lease termination, payments | $

$ 0.1

Subsequent event | Workforce reduction plan 2023

Subsequent Event [Line Items]

Positions eliminated

19%

Expected reduction in annual compensation costs | $

$ 2.7

Subsequent event | Termination benefits | Workforce reduction plan 2023

Subsequent Event [Line Items]

Restructuring costs | $

$ 0.3

Subsequent event | Minimum

Subsequent Event [Line Items]

Reverse stock split ratio

0.25

Subsequent event | Maximum

Subsequent Event [Line Items]

Reverse stock split ratio

0.17

Subsequent event | Affiliated entity | Keep Well Agreement | Acuitas Capital, LLC

Subsequent Event [Line Items]

Sale of stock, number of shares issued | shares

2,038,133

Warrants (in shares) | shares

1,775,148

1,775,148

8,888,889

473,373

Proceeds from issuance of debt | $

$ 15

Term of warrants

5 years

5 years

Exercise price of warrants (in dollars per share) | $ / shares

$ 0.15

$ 0.15

$ 0.45

$ 0.45

Subsequent event | Affiliated entity | Keep Well Agreement | Acuitas Capital, LLC | Exchange Warrants

Subsequent Event [Line Items]

Warrants (in shares) | shares

33,333,333