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Prospectus
Supplement No. 3 to
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Filed
Pursuant to Rule 424(b)(3)
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Acquisition
Prospectus (defined below)
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Registration
File No. 333-114604
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Dated
December 1, 2004
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Prospectus
Supplement No. 2 to
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Financing
Prospectus (defined below)
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Dated
December 1, 2004
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10,676,094
SHARES OF COMMON STOCK
15,850,436
SHARES OF COMMON STOCK
This
prospectus supplement supplements the information contained in the prospectus
of
I-trax, Inc. dated December 1, 2004, relating to potential resale from time
to
time of up to 88,094 shares of our common stock, up to 10,000,000 shares of
our
common stock issuable upon the conversion of outstanding Series A Convertible
Preferred Stock, and up to 588,000 shares of our common stock issuable upon
the
exercise of outstanding options and warrants (the “Acquisition
Prospectus”).
This
prospectus supplement also supplements the information contained in the
prospectus of I-trax, Inc. dated December 1, 2004, relating to potential resale
from time to time of up to 13,851,550 shares of our common stock and up to
1,998,886 shares of our common stock issuable upon the conversion of outstanding
Series A Convertible Preferred Stock (the “Financing
Prospectus”).
This
prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with, the Acquisition Prospectus and Financing
Prospectus, including any amendments or supplements thereto.
SELLING
SECURITY HOLDERS
The
following table supplements the information set forth in the prospectus under
the caption “Selling Security Holders” with respect to the security holders
offering shares of our common stock pursuant to the Acquisition Prospectus
and
Financing Prospectus, as each may be amended or supplemented, and regarding
ownership of shares of our common stock prior to and after such offerings by
those security holders. The information regarding selling security holders
is
being supplemented to disclose that certain selling security holders have
transferred their shares of Series A Convertible Preferred Stock and to add
the
transferees as selling security holders with respect to the common stock
underlying the transferred shares of Series A Convertible Preferred Stock.
The
information set forth herein is as of October 26, 2005.
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Number
of Shares of
Common
Stock Owned
Before
Offering
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Number
of Shares
Common
Stock
Offered
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Common
Stock Owned
After
Offering
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Name
of Selling Shareholder
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Common
Stock
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Common
Stock
Underlying
Preferred
Stock
(1)
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Common
Stock
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Common
Stock
Underlying
Preferred
Stock
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Number
of
Shares
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Percentage
(2)
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Pequot
Scout Fund, L.P. (3)
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1,086,000
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1,593,170
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--
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1,593,170(4)
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1,086,000
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3.5
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Pequot
Mariner Master Fund, L.P. (3)
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692,000
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1,061,112
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--
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1,061,112(5)
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692,000
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2.3
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(1)
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Our
Series A Convertible Preferred Stock accrues dividends on the original
issue price of $25 per share at the rate of 8% per annum. The dividends
are payable upon conversion of the Series A Convertible Preferred
Stock
into common stock in additional
shares of common stock or, subject to the consent of our senior secured
lender, in cash. The registration statement to which this prospectus
supplement relates registers 800,000 shares that we may issue as
dividends
on outstanding shares of our Series A Convertible Preferred Stock.
The
dividend shares which may be offered for sale by the selling security
holders are not included in the table because the number of such
shares
will not be determined until the selling security holders convert
their
Series A Convertible Preferred Stock into common
stock.
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(2)
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Based
on 30,716,890 shares of common stock outstanding on October 26,
2005.
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(3)
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Shares
offered for resale under this prospectus supplement by the named
selling
security holders are beneficially owned by Pequot Capital Management,
Inc., which is the investment manager to the named selling security
holders and exercises sole dispositive, investment and voting power
for
all of the shares. Arthur
J. Samberg is the sole shareholder of Pequot
Capital Management, Inc. and disclaims beneficial ownership of the
shares
except for his pecuniary interest.
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(4)
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Represents
1,254,024 shares of common stock being offered for resale under the
Financing Prospectus and 339,146 shares of common stock being offered
for
resale under the Acquisition
Prospectus.
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(5)
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Represents
825,976 shares of common stock being offered for resale under the
Financing Prospectus and 235,136 shares of common stock being offered
for
resale under the Acquisition
Prospectus.
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The
Date of this Prospectus Supplement is October 26, 2005