Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3)
to Prospectus Dated December 1, 2004 Registration File No. 333-114604
I-Trax
[GRAPHIC OMITTED]
10,676,094 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. This prospectus
supplement is not complete without, and may not be delivered or utilized except
in connection with, the 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 this
prospectus, as amended or supplemented, and regarding ownership of shares of our
common stock prior to and after such offering by those shareholders. 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
June 6, 2005.
Number of Shares of Common
Stock Owned Before Number of Shares Common Common Stock Owned After
Offering Stock Offered Offering
Common Stock Common Stock
Underlying Underlying
Common Preferred Common Preferred Number of Percentage
Name of Selling Shareholder Stock Stock (3) Stock Stock Shares (4)
----------------------------------------------- ------------ --------------- ------------ --------------- -------------- -----------
Corsair Capital Investors, Ltd. (1) 121,600 160,000 -- 160,000 121,600 --
Corsair Capital Partners, L.P. (1) 811,200 1,504,640 -- 1,504,640 811,200 2.7
Corsair Capital Partners 100, L.P. (1) 32,800 69,360 -- 69,360 32,800 --
Corsair Long Short International Ltd. (1) 34,400 26,000 -- 26,000 34,400 --
Pequot Scout Fund, L.P. (2) 1,178,700 1,065,000 -- 1,065,000 1,178,700 3.9
Pequot Mariner Onshore Fund, L.P. (2) 751,300 695,000 -- 695,000 751,300 2.5
(1) Each of Jay R. Patschek and Steven Major exercises voting and
dispositive power with respect to the shares of common stock offered by
the named selling security holders for resale under this prospectus
supplement. Messrs. Patschek and Major are also affiliates of C.E.
Uterberg Towbin, a registered broker-dealer. Each of the named selling
security holders acquired the shares of Series A Convertible Preferred
Stock, the shares of common stock issuable upon conversion of which are
being offered for resale under this prospectus supplement, in a private
transaction and for resale in its ordinary course of business. None of
Messrs. Patschek and Major have agreements, arrangements or
understandings with any other persons, either directly or indirectly,
to distribute I-trax securities.
(2) 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.
(3) 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.
(4) Based on 30,596,890 shares of common stock outstanding on June 6, 2005.
The Date of this Prospectus Supplement is June 6, 2005